26 & 27 VICT. C. 92. solved com panies may be completed. Contracts for land entered into by dissolved executed. complete, and which are not then executed or completed, may or shall (as the case may require) be executed or completed by the amalgamated company, and for that purpose the amalgamated company shall have and be subject to all the powers, rights, and conditions which were conferred or imposed upon the dissolved company, and which but for the passing of the amalgamating act might have been exercised by or enforced against the dissolved company. XLVI. Where the dissolved company has under any special act entered into any contract for the purchase of companies to be or taken or used any lands, which at the time of amalgamation have not been effectually conveyed to the dissolved company, or the purchase-money in respect of which has not been duly paid by the dissolved company,-then and in every such case the contract, if in force at the time of amalgamation, shall thereafter be completed by, and such lands shall be conveyed to, the amalgamated company, or as the amalgamated company directs, and the purchasemoney shall be paid and applied pursuant to the special acts relating to the dissolved company; and those acts shall, in relation to the completion of the contract and the purchase and conveyance of the lands, and the payment and application of the purchase-money in respect thereof, be read and construed as if the amalgamated company were the company named in the acts and contract. Application of money paid into bank or to trus tees. XLVII. Where any money has, before the time of amalgamation, been paid by the dissolved company, or is thereafter paid by the amalgamated company under any special act relating to the dissolved company, into the Bank of England, or into one of the incorporated or chartered banks in Scotland, or into the Bank of Ireland, or to any trustee or trustees, on account of the purchase of any lands, or any interest therein, or for any compensation or satisfaction, or on any other account, such money, or the stocks, funds, or securities in or upon which the same then is or thereafter may be invested by order of any court, or otherwise, and the interest, dividends, and annual produce thereof, shall be applied and disposed of pursuant to such special act; and that and every other act shall, in relation to such money, stocks, funds, or securities, or the interest, dividends, or annual produce thereof, be read and construed Amalgamation-Officers-Books-Resolutions. 483 c. 92. as if the amalgamated company were the company therein 26 & 27 VION named with reference to the same money, stocks, funds, securities, interest, dividends, or annual produce. solved companies XLVIII. All officers and persons who, at the time of Officers of disamalgamation, have in their possession or under their con- to be accountable trol any books, documents, papers, or effects belonging to for books, &c. the dissolved company, or to which the dissolved company would but for such dissolution have been entitled, shall be liable to account for and deliver up the same to the amalgamated company, or to such persons as the amalgamated company may appoint to receive the same, in the same manner, and subject to the same consequences on refusal or neglect, as if such officers and persons had been appointed by and become possessed of such books, documents, papers, or effects for the amalgamated company. solved com gamated com XLIX. All clerks, officers, and servants who at the officers of distime of amalgamation are in the employment of the dis- panies to be solved company shall thereupon become clerks, officers, or officers of amalservants, as the case may be, of the amalgamated company, pany. with the same rights, and subject to the same obligations and incidents in respect of such employment, as they would have had or been subject to as the clerks, officers, or servants of the dissolved company, and shall so continue unless and until they respectively are duly removed from such employment by the amalgamated company, or until the terms of their employment are duly altered by the amalgamated company. L. All books and documents which would have been Books, &c., to be evidence in respect of any matter for or against the dis- evidence. solved company shall be admitted as evidence in respect of the same or the like matter for or against the amalgamated company. dissolved com in force. LI. All resolutions of any general meeting or board of Resolutions of directors of the dissolved company, or of any duly consti- panies to remain tuted and authorised committee thereof, so far as the same are applicable and remain in force, shall, notwithstanding the dissolution, continue to be operative, and shall apply to the amalgamated company, and to the directors, officers, and servants of the amalgamated company, until duly re 26 & 27 VICT. Voked or altered by the amalgamated company or under their authority. C. 92. LII. All calls made by the dissolved company, and not paid at the time of amalgamation, shall be payable to and may be enforced by the amalgamated company, as if such calls had been made by the amalgamated company. LIII. All registers of shares, stock, mortgages, and bonds of the dissolved company, and all registers of transfers thereof respectively, and all shareholders' and stockholders' address books, and all certificates of shares or stock of and in the dissolved company, which are valid and subsisting at the time of amalgamation, shall continue to be valid and subsisting, and shall have the same operation and effect as before the dissolution, unless and until new or altered registers, books, and certificates respectively are substituted in their stead; and all transfers, sales, or dispositions of stock or shares made before the dissolution and not then completed, shall have the same operation and effect as if made after the dissolution. LIV. All the bye-laws, rules, and regulations of the dissolved company relating to the management, use, or control of their undertaking shall, notwithstanding the dissolution, continue to be in force, and applicable to and in respect of the undertaking, and shall and may be enforced by and available to the amalgamated company in their own name as well for the recovery of penalties as for all other purposes, as if the same respectively had been originally made by the amalgamated company, until the expiration of twelve months after the time of amalgamation, or until other bye-laws, rules, and regulations are duly made by the amalgamated company in their stead, whichever first happens. LV. Notwithstanding the dissolution of the dissolved company, and the amalgamation, everything before the time of amalgamation done, suffered, and confirmed respectively, under or by virtue of any special act relating to the dissolved company, shall be as valid as if the amalgamating act had not been passed; and the dissolution and amalgamation, and the amalgamating act, and this part of this Amalgamation-Saving of Rights. 485 C. 92. act, respectively, shall accordingly be subject and without 26 & 27 VICT. prejudice to everything so done, suffered, and confirmed respectively, and to all rights, liabilities, claims, and demands, present or future, which if the dissolution and amalgamation had not taken place, and the amalgamating act had not been passed, would be incident to or consequent on anything so done, suffered, and confirmed respectively; and with respect to all things so done, suffered, and confirmed respectively, and to all such rights, liabilities, claims, and demands, the amalgamated company shall to all intents represent the dissolved company; and the generality of this present provision shall not be deemed to be restricted by any other of the provisions of this part of this act, or by any provision of the amalgamating act that does not expressly refer to this present provision, and expressly restrict the operation thereof. Short title. Extent of act. Scotch act of 1867. Where part of THE RAILWAY COMPANIES ACT, 1867. (30 & 31 VICT. c. 127.) An Act to amend the law relating to Railway BE it enacted by the Queen's Most Excellent Majesty, by Preliminary. I. This Act may be cited as " The Railway Companies Act, 1867." II. Except as in this act expressly otherwise provided, this act shall not extend to Scotland (a). (a) See the Railway Companies (Scotland) Act, 1867, (31 & 32 Vict. c. 126,) the material differences between which and the English Act are mentioned in the notes to the corresponding sections of the English Act. With respect to schemes of arrangement in the case of companies line is in Scot having their principal offices in England, but part of whose line is situate in Scotland, see s. 21, post, p. 496. land. Interpretation of terms. III. In this act 'The term "company" (a) means a railway company; that is to say, a company constituted by act of Parliament, or by certificate under act of Parliament, for the purpose of constructing, maintaining, or working a railway, (either alone or in conjunction with any other purpose:) The term "action" (b) includes suit or other proceeding: The term "judgment" includes decree (c), order, or rule: The term "share" includes stock: The term "person" includes corporation : |