in the administration of justice, which pervade the ordered, that the said petition, in all other respects, do whole system of the law. The tribunal was defectively stand over until the 3rd day of November next, or the constituted: out of seven electors only four sat, and further order of this Court, and each party is to be at those four were not unprejudiced, but came with biassed liberty to apply to this Court as there shall be occaminds, having already acted against the master, and, sion; and notwithstanding this order and the pendency more especially, they had recorded their opinion of his of the petition, the respondents, or any of them, are guilt. No real effort was made to procure the attend- to be at liberty to take any lawful proceedings for or in ance of the other electors. On the 6th August, a copy order to the removing or displacing of the petitioner, W. of the summons and the charges was sent to Mr. Met- Ward, from the said office upon or for sufficient ground, calfe and Mr. Kendall; but what right had the four if any, or just cause, if any, which would have been electors, already prejudiced, to draw up charges, and proper or competent if the proceedings of the 30th May transmit them to their co-electors? Their duty was to and 17th and 27th August had not taken place, and consult them before they made any charges, or issued the petition had not been presented; and the parties any summons, to see whether they coincided in opinion respectively are to be at liberty to bring under the conthat any proceedings should be taken at all. With re-sideration of the Court upon the said 3rd November gard to the Dean of Middleham, the conduct of the four next, or when the petition shall be otherwise in the electors was more irregular. He lived at a distance of paper, any proceedings or circumstances touching or 200 miles, and yet he receives no longer notice than the concerning the petitioner William Ward, in respect of others, although he might be, and was, from home, the said office of schoolmaster, which, between that and could not attend at the time appointed. There time and the present day, shall have taken place, as was, therefore, as to him, no legal notice. The four they may be advised." In consequence-at least, in a electors thus neglecting to secure the attendance of sense-in consequence of this order, the proceedings their coadjutors, and having already recorded their which are now immediately in question took place in opinion of the master's guilt, could not be held to be a the month of August and September, in the year legally constituted tribunal for the trial of the case; 1846, which have ended in the sentence of removal of and their proceedings, on that ground alone, ought to Mr. Ward from the office. That is a repetition or rebe held void. The counsel remarked on the evidence newal of the sentence of removal. The four electors at very great length, contending, that the case had not forming the majority of the total number of electors, been proved against the master, and insisting that it in whom the power of removing the master for neglect, was more probable, that, in the charge made by the misbehaviour, or just cause is vested, were the same as daughter, she was more likely to be actuated by the those who had already presided over the investigations, promptings of her mother to accuse her father, than which I considered it to be my duty in June last to that a man who bore such a character as had been de- declare ineffectual, as I have stated; and it has been posed to should be guilty of so outrageous a crime. If contended, that those four gentlemen were, under the he were guilty, and only proved so on the daughter's circumstances that exist here, not competent alone, at evidence, it was impossible to place reliance on the least, to hold or preside over the investigation of August oath of that daughter, since she had borne so long, by and September fast. It has been truly said, that those her own admission, with that shameful conduct, with- four gentlemen, without consulting either of their three out complaining. colleagues, resolved upon holding a meeting for the purpose of taking into consideration certain specified charges against Mr. Ward, and of removing him from his office, in the event of certain conclusions upon those charges, or some of them. It has been contended, that this could not be done without the previous approbation of the other three colleagues, or a previous consultation with them upon the subject. Now, I have considered that argument since the matter was before me, and which necessarily and properly occupied much time, and I am of opinion that such a proceeding was not necessary. I am of opinion that it was competent for the four, of their own authority, and without consulting either of the other three, to appoint a time and place for taking into consideration the charges against the master, which, if established, might end in his dismissal. Of course that observation supposes a reasonable time to be fixed, a reasonable place to be appointed, and a reasonable notice to be given; it supposes that no objection was made, or capable of being reasonably made, against the appointment in either of these respects. Was, then, the notice that was given unreasonable? was the place unreasonable? or was the time that was fixed unreasonable? If any objection in either of these respects was capable of being reasonably made upon any particular or special grounds, that should have been taken, but it was not done. Was there notice given in sufficient time to each of the electors of an intention to hold these meetings? It most clearly was so in the case of Mr. Kendall and Mr. Metcalfe. That has not been questioned. As to the Dean of Middleham, it was left at his ordinary place of residence,-a benefice he held in Norfolk,-within a reasonable time. It happened that he was away from home, and I believe the letter did not follow him, so that he did not actually receive the letter within a convenient time to enable him to attend. But, as the Bagshawe appeared for Mr. Metcalfe, and supported the case of the petitioner. Sir Francis Simpkinson and Bichner opposed the petition on behalf of the four respondents, who had signed the order of dismissal. Russell replied. KNIGHT BRUCE, V. C.-It is unnecessary for me to repeat the expression of any opinion, or the observations that fell from me, in the month of June last, in making the order of that date. The opinion which I expressed as to the law, so far as I did express an opinion, and as to the facts, on that occasion, with reference to the case as it then stood, still remains, with reference to so much of the present case as then existed. I may, therefore, at once proceed to the investigation of the month of August last, which, before the final disposal of the petition, proceeded in a manner consistently with my duty,-supposing it to have been done otherwise than in a regular manner,-by which I mean that the order of June contained this express provision. I may as well read the whole of the mandatory part of that order. "This Court doth declare that the proceedings of the 30th day of May, 17th day of August, 1844, and the notice of the 27th day of August, 1844, in the petition mentioned, were ineffectual, and are void; and that the petitioner, William Ward, has not been duly or effectually removed or displaced from the office of schoolmaster. But this order is to be without prejudice to the question, whether there has or has not been any criminal conduct on the part of the petitioner, or to the question, whether there has existed, or now exists, any sufficient ground or just cause upon or for which the respondents, or any of them, may hereafter lawfully remove or displace the petitioner, William Ward, from the said office in a due and regular manner. And it is letter was sent, and left in proper time at his ordinary me not be misunderstood or mistaken in what I have place of residence, in a benefice which he held, that I said, or in what I am about to say. I do not impute think must be deemed to have been sufficient warning any motive of any kind to any person. I am bound to the dean, and there is no default in that respect. If, to suppose that all persons intended to do their duty. I therefore, there were no other objection to the assem- can only deal with the facts as they occur, without rebling of those four gentlemen for the purpose, I ference to any motive. The first charge is, "That you think this was no objection. It cannot reasonably be have not, during all the time that you have been masattributed to them that neither of the three absent ter of the endowed school at Fremington aforesaid, diligentlemen attended; but I think, without any notion gently and carefully attended to the instruction of the of disrespect towards any person, it must, for several scholars of the said school, and that the scholars are dereasons, be greatly regretted that neither of those three ficient in their education by reason of your inattengentlemen did attend; I think that, without any no- tion." The finding on that charge is "not guilty." tion of disrespect towards any person, it is, for several The second charge is, "That the school is in a much reasons, greatly to be regretted that neither of those lower state of reputation than it was in the time of three gentlemen did attend, for if it had been found to your predecessor." The finding on that is "not have been impossible or difficult to attend, it is to be guilty." The third charge is, "That during all the regretted that some suggestion was not made as to some time you have been master of the said school you have other persons; it was particularly unfortunate if all not borne the character of an able, learned, and relicould have attended that his letter did not follow him, gious schoolmaster, for the better teaching and edufor, according to the ordinary calculation, one would cating the children and youth of the town and township have supposed that it might have followed him. Then of Fremington and the rest of the parish of Grinton. comes the consideration, whether it was competent to The finding upon that charge is as follows:-"We find, these gentlemen (inasmuch as neither of their col- that, taking into consideration not merely his teachleagues could or would sit with them) to hold a sit-ing, but his character, conduct, and example to his ting for this purpose, considering all that had taken scholars, the said William Ward has not, during all place, considering that Mr. Tardy, one of them, had the time he has been master of the said school, borne expressed an opinion of the guilt of Mr. Ward before he the character of an able, learned, and religious schoolhad heard either him upon the subject, or any witness master, for the better teaching," and so on. Now, for him; and especially considering that Mr. Orde, Mr. whether the charge or the finding is bad, or either, Surtees, and Mr. Wyvill, after hearing Mr. Ward, this appears without any meaning from which any came to a conclusion of his guilt: and who, moreover, practicable result could be arrived at. The word previously and without hearing Ward, and the exa- character" must be understood as meaning in one of mination of his witnesses, had come to a conclusion of its ordinary senses, "reputation." The charge is not the same kind. I have considered that point also, of certain acts or conduct, but the charge is reputaand I am of opinion, that, however painful it may have tion. The finding is, not that during all the time he been to these gentlemen, and however unacceptable to has been master of the said school he has "not been an Mr. Ward, these four gentlemen, placed as they were, able, learned, and religious schoolmaster," but that he might alone have sat for the purpose they did; they has not "borne the character" of an able, learned, and were not incompetent, if they were willing, to sit. It religious schoolmaster. A character with whom? A appears, that, notwithstanding the painfulness of their reputation among whom? I must consider the charge position, they were willing to sit; and if their minds as amounting to nothing, and the finding as amounting were impressed with a belief that the case, as to the to nothing; for this is not a cause for which, in my worst features of it, made against Mr. Ward, was true, judgment, he was arbitrarily removable; for although or probably true, it may reasonably be supposed that according to a case cited, the existence of a rumour they conscientiously thought it their duty to sit, to might form a reason-however it might be regretted whatever remarks it might primâ facie make them upon the part of those who were called upon to act-for liable, or however their conduct might be misconstrued. removal, rumour would not form a ground for this proUndoubtedly it placed them in a position of considerable ceeding in this case. I think this charge must stand difficulty. If Mr. Ward was unfit to remain in the as if it never had been made, and as, if made, amountschool; if he was a mischievous and pernicious in- ing to nothing, and the finding upon it equally amountstructor of youth, and their colleagues would not sit ing to nothing. The fourth charge is that which, in with them, what were they to do? I think, therefore, fact, has led to the whole of the present proceedings, that the jurisdiction or tribunal, if I may use such a and which has not created the desire of removing him, phrase, was properly constituted. We come next to because it is plain from the evidence, that long before consider the charges which were brought before this anything of the kind was imputed or suspected, there domestic and private judicature thus constituted. Now, had been an avowed and active desire to remove Mr. the charges are eighteen in number, and it is impossi- Ward, possibly from the best motives. I have nothing ble to see their number, their nature, and their variety to do with motives; I impute none but good motives; without feeling very great regret, for more reasons than but so is the fact. The fourth charge is, "That you one. If they believed that Mr. Ward was guilty, or did, between the 1st day of October and the 30th day was probably guilty, of the indescribable conduct to- of December, 1842, at your dwelling-house, situate at wards his daughter, which is imputed to him, it was Fremington aforesaid, indecently expose your naked incumbent upon them to proceed with that investigation. person to your daughter, Matilda Mary Ward." On Why it should have been deemed necessary or proper to this charge they found him guilty. Now, with readd to that charge seventeen other charges, I cannot con- ference to this particular charge, I must make a geneceive, especially when I see that some of them are vague, ral observation, for which I ought to apologise, as it is some of them are worded in a manner which cannot be almost, if not entirely, a repetition of what I said upon observed without regret, and some of them go back to a the former occasion, namely, in June last, that I do period which I should have imagined the most fasti- not consider that the office of the Court is to decide dious duty or sense of propriety could hardly have whether the electors ought or ought not to have becompelled persons to resort to. Part of these charges lieved or disbelieved certain evidence. It is not for made in the year 1846, go back as far as the year 1832, this Court to be satisfied; it is for the electors to be and must have ended in the year 1837: these are in- satisfied; and if, upon legitimate materials, which vestigated in 1846, this individual having exercised the might possibly have satisfied a reasonable man desirous office of schoolmaster all the intermediate time. Let of doing justice, they came to a certain conclusion; in point of fact, my opinion remains, that it is not the office of the Court to interfere with it. But supposing the materials are legitimate, yet supposing them not to be such materials as, according to the universal or general rules of justice, ought to be considered for the purpose of arriving at a conclusion against the rights or interests of a man; supposing that they are not such materials, or supposing there is nothing from which a reasonable man who might be supposed desirous of doing justice, could arrive at such a conclusion, then the case would be different, otherwise he would be administering justice with no materials at all. If this case had turned upon the evidence of Miss Ward alone, and she had answered all the questions which had been put to her, whatever notions I may have of my own, or whatever doubts I may have entertained upon the subject, I think I could not have disturbed or interfered with such a finding. But, with reference to the charge, hearsay evidence has been admitted, on the part of more than one witness, bearing directly upon that charge. It was with reference to the probable effect of that upon the minds of the judges in this case, that I gave an opportunity of making the affidavits which have been last made. Perhaps the effect of these affidavits may be, that they shew that these gentlemen did not in any respect rely upon the hearsay evidence. That, however, is not all, for she was allowed not to answer certain questions, that is, certain questions which were put to her were overruled, of which at least one was a question which, in my opinion, ought to have been answered; the result of which, if it had been answered, it is not reasonably possible to foresee. My opinion, therefore, is, that I cannot consider this person as having been duly or properly con victed upon this charge. My own opinion upon it is of little or no moment. It may not, however, be entirely beside the purpose to say, that, as upon the first occasion when the matter was before me, I was not satisfied of the guilt of the man upon this charge, so in my mind I am not now satisfied of his guilt upon it. I do not say that I am satisfied of his innocence. Beyond all question I am not satisfied of his guilt. That, however, is a point perfectly immaterial. I do not proceed upon that ground. The fifth charge is, "That, during the time you have been master of the said school, you have been guilty of abusing and ill-treating Mary Ward, your wife, viz. previously to your first separation from your said wife." Now, that first separation was in the year 1832, and this charge is brought forward in 1846. Upon that charge the finding is this:-"That it is proved to the satisfaction of the electors." With however great regret one may see a charge of this description brought forward at such a length of time, it is difficult to say that it was improper for them to take it into their consideration. Upon the other hand, there is some difficulty in saying that the mere circumstance, that a man beats his wife, or abuses or ill-treats her, is of necessity that which is to incapacitate him from being a schoolmaster. If he does it in public,-if he is of evil example, if his conduct has been brought under general observation in that respect, the case may be different; but I am not prepared to say, that the mere circumstance of illtreatment of a man's wife, in the sense in which the term is used here, provided it were done in private, is a ground upon which he ought to be removed from an office of this description. I would rather not at present pronounce any opinion upon it; but, provided the charge is relevant and material, I am of opinion, upon the grounds which I have already stated, that it is a finding with which I cannot interfere. I think there is evidence upon it with regard to which a reasonable man might come to such a conclusion. I do not say that it is my opinion. I say that it is evidence upon which a man in his senses, and desirous of doing jus The next tice, might come to such a conclusion. charge is one which I shall pass over for the present, with only this observation, that I regret it should have been made. The charge is that of adulterous intercourse. The woman had died; the husband had died; the woman had left the place for years. Time had run upon it and against it for most purposes. However, it was thought proper to bring it forward, and the finding is, "that he was guilty." Upon this charge, much the same observations occur to my mind as on the charge of abusing and ill-treating his wife on or before 1833. I think there is evidence in support of it, upon which a man in his senses, desirous of doing justice, might come to that conclusion, although I do not say that it is my opinion. But the finding goes beyond the charge. The next charge is, "That, in or about the months of August, September, and November, 1834, you carried on a criminal intercourse with a young lady," whose name and relationship is mentioned; but upon this, as I understand, there is no finding, either affirmative or negative. The next charge is, "That, during the whole of the time you have been schoolmaster, you have been in the habit of frequenting public-houses, both on Sundays and on other days, and staying at such public-houses and playing cards there until a late hour." It will be observed that the word "Sundays" is used here; but the finding is without that word, and I doubt whether it is any finding of a criminatory or inculpatory nature. I can conceive that a schoolmaster may frequent public-houses with perfect innocence, may stay there with perfect innocence, may stay there playing at cards until a late hour with perfect innocence. Such habits may go to such a length, or be of such a nature, as to become indecent or indecorous. Then, as to the charge, that "you have frequently, and on divers occasions during the time you have been master of the said school, spoken disrespectfully of all revealed religion, and expressed your opinion that the books of Moses, as to the creation, are entirely fabulous, and expressed yourself in such a manner as to lead the persons to whom you so expressed yourself to the belief, that you were"-what? an atheist or a deist;" that is, black or white. In truth, that charge amounted to nothing, and he has been acquitted on it. He has been acquitted upon this. How such a charge could have found its way into this, I cannot understand. The next charge is, that during all the time he has been master of the said school he has not conducted and demeaned himself as an able, learned, and religious schoolmaster ought to have done. The sixteenth is not contained in the bill, namely, that during all the time that he had been master, he has not led a moral or religious life, according to the intention of the founder of the said school. These charges are vague in their nature, but I am not sure, that, considering the nature of the office, and the particular functions which these electors had to exercise, the charges are necessarily bad upon that ground, especially as Mr. Ward had a month's time to prepare himself to answer. The evidence was given in August, and as he did not apply for further time to produce testimony, and as, upon these two charges, there is some evidence upon which (to repeat a phrase I have several times used) a reasonable man, desirous of doing justice, might, in my judgment, come to a particular conclusion, I am not at present prepared to say that I ought to treat the conclusion as to these charges as nothing. The seventeenth charge is, that "during all the time that you have been master of the said school you have been guilty of neglect, misbehaviour, and other irregularities in the performance and exercise of your duties as schoolmaster of the said school." I doubt whether any attention ought to be given to this. The whole time of his office is not used with reference to negatives; it is mentioned in respect to affirmatives, and the affirmative is, that during all the time he has 66 estate. Romilly and Ellison, for the representative of the testatrix. been master of the school, that is, ever since some time testatrix, having married the plaintiff, and died in the in 1823, he has been guilty of neglect, misbehaviour, or lifetime of the tenants for life of the residue. The bill other irregularities. I doubt whether such a finding was filed by the widower and personal representative ought to receive judicial sanction. The last charge is, of the deceased niece against the three surviving nieces "That from the month of August, 1844, you have not named in the will of the testatrix and the personal reattended the Established Church, but have attended presentative of the testatrix, claiming a fourth part of the Methodist Meeting-house." Upon this he is con- the sum of 65947. 17s., which had been paid into court victed, and the fact is proved and admitted. The just as the ascertained amount of the residuary estate. conclusion from the will, and the circumstances of the Tinney and Sandys, for the plaintiff, submitted that case, is, in my judgment, that this was intended to be a it was clear upon the authorities that the gift of the reschool upon the religious principles, and according to siduary estate to the testatrix's nieces vested immethe religious doctrines of the Established Church of diately upon the death of the testatrix; and that the England. Being so, I cannot, upon the footing of ex-payment alone was postponed for the convenience of the ample, treat it as a light matter, that during the twenty-two or twenty-three consecutive months the master of the school has neither attended the parish church nor any other place of worship belonging to the Established Church of the country. The reason he gives is, that his opinion of Mr. Tardy's conduct was such, that he could not, with comfort and satisfaction to himself, attend a place of worship of which he was the officiating minister. Some allowances ought to be made for his conduct. I mean to pronounce no opinion, either of personal censure or personal commendation upon that line of conduct. But he had not merely his own feelings to consult; he had an example to shew to others, and I cannot hold it to be consistent with his duty, as the master of a school in a certain place in which he lived, that he should during such a time have wholly abstained, without any other reason, from attending any place of worship belonging to the Established Church. Upon the whole, with great regret, and after dwelling upon the case during the various days that it has occupied, both on the last and on the present occasion, I find myself obliged to come to the conclusion, that I cannot interfere to prevent the consequences following upon the conclusion to which the four electors have come. I am sorry for it. But, with regard to so much of the former petition, as respects the costs up to the hearing of it, and the order of June last, I am of opinion that it is a case in which the four electors must pay all the petitioner's costs up to that time, and that from that time there must be no costs on either side. I cannot interfere. I say, for the third time, I am sorry for it. VICE-CHANCELLOR WIGRAM'S COURT. v. COCHRANE WILTSHIRE.-June 1. Construction of Will-Time of vesting-Costs. Testatrix by her Will gave to each of her four Nieces (naming them) a Legacy of 501., and, after bequeathing other Legacies, gave the Residue of her Property to her three Sisters, and, after their Deaths, to be divided between her Nieces above mentioned:-Held, that the Nieces of the Testatrix took a vested Interest in the Residue immediately upon her Death, and that onefourth of such Residue belonged to the Husband and Personal Representative of one of the four Nieces, who, after surviving the Testatrix, had died in the Lifetime of the Tenant for Life. Maria Wiltshire, by her will, gave and bequeathed as follows: I, Maria Wiltshire, give and bequeath to my sister Savage the sum of 5007; to each of nieces my Charlotte, Elizabeth, and Louisa Savage, and Charlotte Wiltshire, the sum of 50%.; and likewise to each of my nephews I give the sum of 501., and I beg my brother's acceptance of 100%., as a trifling remembrance. The remainder of my fortune, being 7000/., I give to my sisters Ann, Elizabeth, and Helen Wiltshire, and, after their deaths, to be divided between my nieces above mentioned." At the death of Helen Wiltshire, the survivor of the testatrix's sisters named in the will, three only of the nieces amongst whom the residue was to be distributed were living, the fourth, after surviving the Walker and Geldart, for the surviving nieces of the testatrix, contended that the income was given to the testatrix's sisters during their lives; and that there was no gift of the capital until the death of the survivor of the sisters. There was no gift whatever to the nieces except the direction to divide; and whenever there was no gift but by a direction to transfer or divide from and after a given event, the vesting would be postponed till after the event had happened; unless, indeed, as was not the case here, from the context of the will a different intention was to be inferred. Those only of the nieces, therefore, who survived the tenant for life attained vested interests, and became entitled to participate in the fund. (Billingsley v. Wills, 3 Atk. 219; Batsford v. Kebbell, 3 Ves. 363; Pape v. Whitcombe, 3 Russ. 124; Leake v. Robinson, 2 Mer. 337; Booth v. Booth, 4 Ves. 399; Beck v. Burn, 7 Bea. 492; Chevan v. Aislabie, 13 Sim. 71). Tinney, in reply.-Residuary gifts to a class in terms similar to the present, have over and over again been held to confer an immediate vested interest upon the objects; and in the present case, the gift being to individuals, is more strongly in favour of vesting. The trustee of the fund is not to blame for these proceedings, an adverse claim having been raised by the other defendants; but the latter, as they have prevented the distribution by their claim, must pay the expense occasioned by their resistance to so clear a right. Sir JAMES WIGRAM, V. C., was of opinion that the case was clearly settled by the authorities in favour of the plaintiff. Decree. Declare, that the plaintiff and each of the surviving nieces of the testatrix is entitled to one-fourth part of the fund in question. Refer it to the Master to tax all parties their costs of suit, the costs of the plaintiff as between party and party, and those of the defendant the trustee, as well as those of the other defendants, if they desire it, as between solicitor and client. Let the defendant the trustee pay one-fourth part of the fund to the plaintiff, and let him retain his own costs, and pay those of the plaintiff and the other three defendants out of the three-fourths of the fund belonging to those defendants, and then pay the residue to them in equal shares. COURT OF QUEEN'S BENCH.-TRINITY TERM, WOOLMER and Others v. TOBY.—May 29. A Railway Company was provisionally registered, and a Prospectus was issued, which stated the proposed Capital to be 1,000,000l., in 40,000 Shares of 251, each, the Names of the Provisional Directors, (with Power to add to their Number), a Notice by the Committee of Management, dated 22nd October, 1845, and the Form of Application for Shares to be made to the Provisional Committee of Management. The Committee of Management was appointed on the 7th October, at a Meeting of the Provisional Committee. Subsequently the Committee of Management appointed a Secretary and Engineers. On the 13th October, Application for · fifty Shares was made by Defendant in the Form given in the Prospectus; and on the 15th December, a Letter of Allotment of forty Shares, written by the Secretary, was sent to Defendant, at the Foot of which was a Receipt in Blank, "on Account of the Provisional Committee." Between the Application and Allotment some Names had been withdrawn from the Provisional Committee. In an Action by the Committee of Management to recover the Amount of the Deposits from De-joint-stock company in the declaration mentioned, fendant,-Held, that Defendant was entitled to a Nonsuit, on the Ground that Plaintiffs had not proved Defendant's Contract to have been made with them. Quare, whether the Change in the State of the Company between the Allotment and the Defendant's Application for Shares was a fatal Objection. Quare, also, whether Defendant's Proposal was accepted in reasonable Time. elapsed after the said promise of the defendant, and before the commencement of this suit, yet the defendant, disregarding his said promise, did not nor would, on or before the said 20th December, 1845, pay to any or either of the said bankers, or at all, the said deposit of 21. 12s. 6d. per share, but omitted so to do. Damages, 3001. Pleas, first, non assumpsit. Secondly, that the plaintiffs had not agreed, together with the said other persons, to endeavour to form and establish the said in manner and form, &c. Thirdly, that the plaintiffs did not form, nor were the committee of management of the said proposed company in manner and form, &c. Fourthly, that the defendant did not apply to the plaintiffs or request them to allot to him fifty of the said shares in the said proposed company, or such a less number as they might think fit to appropriate to him; nor did the plaintiff's allot to him forty of the said shares The declaration stated, that whereas, before &c., to in the said company upon the said terms in the declarawit, on the 1st September, 1845, the plaintiffs had tion mentioned; nor were the said terms agreed upon agreed, together with divers, to wit, 150, other persons, by and between the plaintiffs and the defendant in manto endeavour to form and establish a joint-stock com- ner and form, &c. Fifthly, that the plaintiffs were not pany, to be called, "The Direct Exeter, Plymouth, always ready and willing to perform the said terms on and Devonport Railway Company," for the purpose of their parts in manner and form, &c. On the trial, beforming, making, and constructing a railway from fore Rolfe, B., at the Devon Spring Assizes, 1846, it Exeter, Plymouth, and Devonport, for the conveyance appeared that the action was brought by the committee of passengers and goods; and to endeavour to obtain an of management of the Direct Exeter, Plymouth, and act of Parliament for that purpose, and which railway Devonport Railway Company against the defendant to could not be made, constructed, or executed without recover 1057., being a deposit of 27, 12s. 6d. per share on the authority of Parliament; and the capital of which forty shares allotted to the defendant in that company. said proposed company was to consist of 1,000,000l., to On the 19th September, 1845, the company was provibe divided into 40,000 shares of 251. each, and upon sionally registered. On the 7th October, a meeting of which a deposit of 21. 12s. 6d. for each and every share the provisional committee was held, when the followwas to be paid, and which deposit was to be paid by ing resolutions were passed:-"That the number of the such persons respectively as should apply for, and to committee of management be limited to twelve, with whom the said shares respectively should be allotted by power to add three to their number." "That [seven a committee of management of the said proposed com- persons therein named, who were members of the propany. And whereas, before and at the time of the de-visional committee] be the committee of management, fendant's applying for shares, and also at the time of and Edward Woolmer, Esq., be the chairman." The the making of the defendant's promise as hereinafter committee of management, by certain resolutions apmentioned, the plaintiffs formed and were the commit- pointed a secretary and engineers. The following tee of management of the said proposed company; and prospectus was issued:whereas, before &c., to wit, on the 15th October, 1845, the defendant had applied to the plaintiffs, so being the committee of management, and requested them to allot to him fifty of the said shares in the said proposed company, or such a less number as they might think fit to appropriate to him; and thereupon heretofore, to wit, on the 15th December, in the year aforesaid, the plaintiffs, at the request of the defendant, allotted to him forty of the said shares in the said company upon certain terms then agreed upon by and between the plaintiffs and the defendant, that is to say, that a deposit of 21. 12s. 6d. upon each and every of such shares, making in the whole the sum of 1057., should be paid by the defendant to one of certain bankers then appointed and agreed upon in that behalf, to wit, [the names were stated], on or before the 20th December, 1845; and that scrip certificates should be delivered by the said proposed railway company in exchange for a certain letter of allotment, by which the plaintiffs notified to the defendant the said allotment of his said shares, and the receipt at foot thereof, signed by one of the said bankers; and that notice should be given by the said company, by advertisement or circular, of the times and places appointed for execution of the said parliamentary deeds of the said company, when the said scrip would be delivered; and thereupon, in consideration of the premises, and that the plaintiffs, at the defendant's request, to wit, on the said 15th December, 1845, promised him to fulfil the said terms on their part, the defendant then promised the plaintiffs to fulfil the said terms on his part; and, although the plaintiffs were always ready and willing to perform the said terms on their parts, and although the said 20th December "The Direct Exeter, Plymouth, and Devonport Rail- c. 110). "Capital 1,000,000%., in 40,000 shares, of 251. each. "Provisional directors [then followed their names], 15th Oct. 1845. · "No application for shares in the above railway will be received after Friday the 31st inst. in "By order of the committee, F. G. FARRANT, Sec. pro. tem." "Committee-room, 5, Bedford Circus, Exeter, 22nd Oct. 1845. "Direct Exeter, Plymouth, and Devonport Railway. "The committee of management have great pleasure informing the friends of this undertaking, that the engineers have so far completed their surveys and prepared their plans and sections, that there is not the slightest doubt of going to Parliament in the ensuing "By order of the committee, session. "F. G. FARRANT, Sec. pro tem." "To the provisional committee of management of the Direct Exeter, Plymouth, and Devonport Railway. "I request you will allot to me — shares of 251. |