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Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diegrams illustrate the method: Les cartes, planches, tableaux, etc.. peuvent dtre fllm6s i des taux de reduction diffirents. Lorsque Ie document est trop grand pour dtre reprodult en un ueui clichA. 11 est filmi d partir de Tangle supirieur gauche, de gauche A droite, et de haut en bas, en prenant Ie nombre d'images nicessaire. Les diagrammes suivants illustrent la mithode. 1 2 3 1 2 3 4 5 6 i I % m m O m m m m i f ^ o s I I % a 1 1^ w * i 1 1 '■5? ^ S^ ^ fel ^ \ GQ 1 w 1 i ^ 1 '? ^Atiiii^iihHriiiiiiiiiinii Province of Canada. ) liOWBH-GANADA, to UfU : / DISTRICT OF MONTREAI.. ) .RTHUtt C. WEBSTKR, Plaintiff. THE GRAND TRUNK RAILWAY COMPANY OF CANADA. Arthui C. Webstei:, formerly of the City of Montreal, in the District of Monttenl, at present Hsaiding ia th« City of Qtiebec, in the Diwiriet of Oiu!!).-,.-, Esqiilie, Fltti.rtiff, corn- plains of the Grand Trunk Railway Conipuny < l-.nu and declares :~ That at all and ovs-ry the tiinea ancl perii-u.. uw-iu ;i;Ui lu.nJiuaed the said Deten* da»t wes a Body Politic and Corporate, duly incorporated as such by vtrtue of Public Act of this Province ; That on the first day of October eighteou hundrod and fifty-thme, tho said Plaintiff was and for many months previously hj«d been posaassed of two hiMidred and sbtiy eight sha«!H, of twenty-five pounds sterling each in tho Capital Stook of the said Company fie- fendaots, aa the owner and proprietor thereof, That on the said first dajr -jf Otitober eighteen htindied and fifty-three, the said Plain- tiff being indebted to a eertaju copartnership firtu then carrying on business in the said City of Montreal, imdcrthe name tir style of I/cniesurier, Rouih an due to them by the Ptoiutifl' out of the sale of the si id fifty*ight shares, he, the said Plaintitf, did m due form of law, by an instrument In writing executed in duplicale on tlto mid first day of October eightetin huodred and fiily-thrtp, transfer and sell to the said Lemosurier, Routh and Couipany the oforesaid fifty-<> ht shares in the Capital Stock of the said Conapany Defendants, thn whole on the um> itanding that the surplus of the proceed-' of the sale by the said firm of the said fifty-eight shares, after de- duotioaoftbe riaiutiti's said debt should Im) paid by them to the said Plaintiff. Thatthereu|>oii lbs said LeHiesurier, Roalh and f'""i!>">y duly demanded oftbestiid Company Defendutit to transfer tie said fifty-eight ■ Stock, on the Books of the said Company Defendants to them the erid Li^mesurii;,, i^^K.ih and Company and then and there also presented to the said Company Defendants, the siid transfer and ofiVred to sur- lended the same on the due execution of such transfer afo^^•said on the Books of the said Company ; but the ^aid Company Defendants, wholly neglected and refused to execute such transfer on ibe Books of the said Company ; WliereniHtn aflerward-*, to wit : on the twenty-fourth dtiy of December eighteen hundred and fifty-ihree, (the said firm having in the mean time made similar verbal applioations on scvimm' '■ Hut without effect) through the ministry of J, J. Oibb and his Colleague, Nu , the said Lemesn- rier, Routh and (/ompany, did formally reiterate their said tli.inaud, to have the paid fifty- eight shares transfem-d as aforesaid, on tho Books of the said Company Defendants, and did also then and there re-exhibit and re-offer to surrended tho said transfer as aforesaid, bm the said Company Defefldants Mill ptrrsisted in rcfr.sing to transfer the said fifty-eight shares on tho Books, i^ the said Company, »h '|>on the said firm duly protested against the said Company for all costs, losses, ti ^, , injuries and hurts had, suffered and iu^lained or whicii might thereafter be had snltisied !>ud sustained in consequcnee of the premises. As the whole will more fully appear by referonco, to an authentic copy of such Notarial demand and Protest herewith produned {UKlfyled,aod to which the said Plaintiff particularly relers as forming part of these prcwmts. That on the twenty-fifth day of November eighteen hundred aud fifty-three, the said Plaintiff being indebted to " The City and Distiiet Savings Bank of Montreal," in the sura of four thousand seven hundred and torty pounds, nine shillings and eight pence currency, tot money by the said Bunk kmned to luni, the said Plaintitl', and having engaged to trans- fer to th^ said Bank two hundred and ten of the said two hundred mid sixty-eight shares as collateral security for the due payment of such indebtpvlne.as and in onler that the said Bank might realise the amount so due to thtsm by the said Plaintiff out of the sale of tho said two hundred and ten shares he, the Knid Plaintiff, did, in lUie form of law by an instrument in writing executed in duplicate on the said twenty-fifih doy of November, eighteen hundred and fifty-three, tra.^sler and sell t«» the «aid Bank the aforesaid tvvo htuidrcd and ten «hnr<'s in the Capital Block of the said Company D«>re«danf!» ; the who said Company to the parties so demanding the san^c. That at the said several petiods when thn said demands Were so made as aforesaid, tm the stftd Company Defendant, to transfer the said severai shtres of stock on tha Books of the "aid Compan), the said two hundred and sixty eight shares were worth in the M<>ntre8l Market and were readily saleable therein at eighteen per cent discount and that had the said Cotnpany Defendants tmnsfered the said shares on the said Books of the ?aid Company Defendanin, ns they were bound to have done, the said Lemesorier, Roirth and Company and the said Bank who held the same as aforesaid in the interest of the said Plaintiff could have and would have sold and disposed of the same for an amount not less than five thousand, four hundred and ninety four pounds sterling or six thousand six hundred and eighty four pounds, stivcn shillings and lour pence currency. That notwithstanding all the foregoing premises the said Company Defendants still continued illegally to refuse lo transfer on the Books of the said Company the aforesaid two hundred and sixty eight shares Oi the said stock, or any part thereof, rmtll the fourth day of April, eighteen hundred and fifty four, when the said Company transfered on thier said Books the aforesaid fifty eight shares in favor of the said Leraesurier, Houth and Company, and until the thirteenth day of May, eighteen hundred and fiAy-four, when the said Company transfered the said two hnndred and ten shams in favor of the said City and District Savings Bank of Montreal. That in the intfrim between the time when the said transfer on the Company's said Books was so originally demanded ns afofesaid, and tlie respective dates last mentioned when the said transfer was so actnally effected, the Capital ttock of the said Company Defendants became and was so greatly doprecrated in value that tl» only amount which the said Lemesurier, Houth and Comfwny and the said Bank were enabled to obtain and realise for the said two hundred and srxiv-eighf shares of 8i»x)k, which they caused to be sold with all reasonable and prudent (lespatch after the sakl transfers were so respectively made on the Books of the said CfKnpany as afores.^itl, was, four thousand three hundred and fifty three pounds, four shillings and two penwi corfeacy, instead of six thousand six hundred and eiglity four pounds, seven shillings and four fU'nce currency, which they could easily have obtained and realised thereior, had they been allowed to have their said Iraosfers recorded on the Company's said Books at the periods when the demands to that effect were first i" 8, (Signed,) BETUUNE & DUNKfN, Attorneys for Plaintiffs. said Company De- n execution otsach ropBoy Dufen^nts llie said Company : I hundred and fifty- Ucations on several his Colleague, No- lo have the said thci said Company ideV the said trans- »iDg to transfer the ana thereupon the , damages, injuries I, sutfered and sus- ppear by reference test herewith pro- is fiNnmng pan of )f the said Compa- withholding such ation for so acting made a.j aforesaid ' to the parties so made as aforesaid, lock on tha Books ere worth in the discount and that e said Books of said Lemesurier, id in the interest the same for au ids sterling or six jence currency, puny Defendants aid Company the any part thereof, when the said shares in favor Jth day of May, mid two handned ontreal. That in said Books was Honed when the pany Defendants which the said ibtain and realise aused to be sold ) so respectively id three hundred six thousand six ncy, which they ed to have their hen the demands ( lost to the said ree shiilingK and wtest and other ! said illegal and interest, cost of Blimates at six intiff hath a right naentioned which pay the said last pay the same or rf »» trial by jury, and condemned, ounds currency, OUNKIN. for Plaintiffi. Pwvlnoe of Canada, DISTRICT OP MONTREAJ* SUPERIOR COURT. ARTHUR C. WEBSTEK, Plaintiff. vs. THE GRANO TRUNK RAILWAY COMPANY OF CANADA. Defendants. The Defendants for Defmse aufonds enDroU to Plaintifl''B Action in this canao, not fewing or aoknowledgine; any of the matters and things in the said Declaration set forth to bo true, say that all ibo allegations matters aM things in Plaintift''s Declaration contained are and each of them is wholly and altogt^her unfounded in law and not suffi- cient therein for the said Plaintiff to have or maintain against the said Defendants the ccHiolusions in thp aaid declaration taken or any or either of them or the action of the said Plaintiff in this behalf against the said Defendants and this the are ready to verify. Wherefore the said Defendants humbly pray that by the Judgment of this Honorable Court, tlie said Plaintiff's Action be hence dismissed with costs, distraction whereof is prayed by the undersigned Attorneys. (Si^wd,) CARTIER & BERTI^JLOT, De/endottta' Meys. Montreal, 10th June, 1858. Reasons or moffttu alledged by the Defendants in support of the foregoing Difente m/o»ds eti Droit : 1st. Because from the allegations of 'he Plaintiff's said deelaraticn, it appears that the right to recover damages by reason of the alledged refui„ai of Defendants »o transfer the shares in said declaration referred to (if any such right exist) is vested in the parties therein named as transferecu of said shares to wh in the firm of f^nnesurier, Routh and Co. and in the City and District Savings Bank tmdnot in the said now Plaintiff, and because no demand by Plaintiff on the Defendants to transfer said stock is alledged in said de- claration, or any legal cause or reason by which the Plaintiff can demand damages or recover the alledged loss referred to, by reason of a refusal to comply with the alledged demands made by the said transferees. 2dly. Because by the Law regulating the tvausfer of shares in the said Railway Company the Defendants, a form of transfer is provided, and it is thereby also provided that a duplicate of the transfer in the form so provided, should be delivered to the Direc- tors of the said Company to lie filed and kept for the use of the said Company and that an entry thereof should be made in a Book to be kept for that purpose, and because it is not in Plaintifl''s declaration alledged that the iransfet of the said shares was made in the form provided for and embodied in said Law, or that a duplicate thereof was delivered to the said Directors, and because the alledged offer to surrended the duplicate by the said traasferees is not a sufficient compliance with said law, nor could such otier made by the said transferees avail or be pleaded by the said Plaintiff 3dly. Because the pretended right of the Pfainiiff to recover front the Defendants the sums of money in Plaintiff's declaration referred to appears from the aaid declaration to rast upon alledged tiontmcts with the said transiences and upon debts alledged to be due them by Plaintiff' and on alledged transfers to them of said shares, as collateral security for said debts, and upon ailedgitd demands and protests in respect of said shaies and re- fusals by Defendants to comply with their aaid demands whereas by law, no such right is or can be by reason of said allegations, vested in the Plaintiff against the said Defen- dants, by reason of alledged contracts, debts and tranjaotions between Plaintiff and the said transferees to which the Defendants are not alledgod to have been privy, and because the riifusal to oomply with the said demands of said transferees in uansferring said stock would cit rred to not an absolute proprietor thereof or as an actual share-hotdar in Defendants' Company, but on the eontrary urining from the peculiar nature of the undora- tanding und uliedged debt-t and transfer aa oallateral security for aaid debt, and on alledg^ ed demands by said transferfics, whereas no such qualified and possible interest in hay surpluH from the proceeds of said shares can im|x>8e such liability on the Dcfiandtnto or vest on the said Piuin'.iff as possesning such interest any rifflit in law to the said sums of money clahned in this action, and bclAra- tion referred to the iransferrecs in said Declaration named and hath not alledged a.ny loss or daina^Te legally sufTered by Plaintiff from or by reason of or directly and proxima- tely arising out ofany default or neglect of the Defendants in respect of or towards said Plaintiff. (Signed,) CARTfER & BERTHEf.OT, Defh%donW Mlomejfs. Montmal, (0th Juno, l8bS. And for Offense en Droit, or special demurrer to all that part of tlie PlaintiiTs Decla- Mtion which relates to ih-; City and District Saving's Bank tnercin named, to wit : to that portion thereof Avritten on he tbirtl and fourth pages of said declaration and which is in the words following, to wit : — " That on the f onty Mh day of November, eighteen hundred and fifJy three, the " said Plaintiff i)eing indebted to " The City ond District Saving's Bank of Montreal," " in the sum of four thousand oeven hiuidit'd and (briy pounds, nine shillings and eight " pence Currency, for money by ihe snid Bunk loaned to him the said Plaintiff and bav- " mg engaged to transfer to the said Bank two hundred and ten of the said two hundred " and sixty-eight sliares as collateral security for the due payment of such ind'^btedness " and in ort'ar that the said Bank might realize the amount so doe to them by the said " Plaintiff out of the sale of the said two hundred and ten shares, he the said Plaintiff did *' in d'.e form of Law, by an ii)»trument in writing executed in duplicate on the said " twenty fifth day of November, eighteen hundred and fifty three, transfer and sell to the " said Bank the aforesaid two hundred and ten shares in the Capital Stuck of the said " Company Dcfimdauts ; the whole on the understanding that the surplus of the proceeda " of the sale of the said two hundred and ten shp.rcs after deduction ol the Plainuff's said ** debt, should be paid by them to the said Plaintiff! " That thereupon the said Bank duly demanded of the said Company Defendants, " to transfer the said two hundred and ten shares of Stock on the Books of the sai- interest in aay Defendaala or e Mid Mutns of ration saek* to said stiares or cli Uelipndanta ged traniforof >y I lie Piaintiti' eculiar to 'be iu traDsfarr :'e« idcfinitoly uA and that the. kiogs between seelia to render > transil-r Imd Plaintiff were Iraasferror iie ) said abares their name in forth any loss cover from the titl's IX'clara- alledgcd any and proxima. ■ towards said HELOT, ' Mtonujfs. intiff's Decla- wit: to that d which is in ifty three, the [)f Montreal," 8 and eight itiiTacd hav- wo hundred ind'^bledness I by the said PlainUffdid on the said w?!l to the of the said tiio pnxieeds ainuffs said Defendants, ' aaKl Com- sftid Com- d«e exccn- aid CtMnpa- te BooJcR of >f December ade similar ministry of jliy rciteiate as aforesaid fi re-exhibit any Defen- ares cm the against the id and sna- enco of the itio copy of " such last mentioneti Notarial iteniaml and protL-nt herewith produced niid tiled, and to " which the said PlaintiH' particularly rotors an forming u part of lliese prtssents." The said Defendants say : That the said PlaintiA' cannot have or maintain the con- clusions of his said Declaration or any portion thereof by mason of the said allegations herein beft/re montionod, and that the Muid ulltgations are wholly insufiicient in LAW to sustain said conclusions or any part or )>ortion thereof, and the said allegations and tha said Pluintift's said action so far as respects the same, onght by Law to be hence dismis- sed with costs because the said Defendants now pleading say : Ist. That by ihe public Law of this Province under wTilchlhe said Saving's Bank was formed and hath over since its formation, acted, the said Bank was and is a Corporation established for special pur|>ostiH and with the powers and for the ends and purposes set forth in the said act under an:l in virtue whereof the said Bank was and is fortncd and is in existence as aforesaid, to wit : the Act of the Legislature of this Province passed in the wssion thereof in the fourth and fifth years o' licr Majesty's Reign and intituled : " An Act to encourage the establishment of, and regulatt; Savings Bank in this Province," and the said Bank, under said Law had no power as such Cor|>oration to become a share- holder in tl«o l^fendaats' Company or in any Rail Road Company, nor were the De- fendants bonnd in Law to transfer in their Books tlie stid shares alledsed, to I .ive been tnmsferrtid and made over lo the said Bank, and the alledged matters In said poition of the said declaration set up could not vest in the said Bank the right to dumanen made in and by said declaration. Wherefore the said Defendants pray that the said portion of the said dcclaradou be declared to be insnfRoient in Law, and that Plaintifl's said action in so far as respects the said allegations hereby demurred to, be dismissed with costs, distraction whereof is prayed by the undersigutd Attorneys. (Signed,) CARTIER & BERTHGLOT, DeJ'endants' Attomeyt. Montreal, 10th June, 1858. APPENDIX, The 28th June 1858. Prbsimt : The Honorable Mr. JUSTICE DAY. The parties being heard by their Counsel on the Law, issued raised by the difente aufonds en droit firstly fyled by the Defendants to the action and the demande of the said PlaintilT having examined thfi proceedings the declaration and the said pleading and de- liberated, considering that by virtue of the transfer and the assignment by the Plaintiff of the shares in the Capital Stock in the declaration to this cause, set forth to the said Le- mesurici, Routh and Compuny, and to the said City and District Savings Bank of Mont- real, and by law he, the Plaintiff ceased to hold any legal.tittle to or in the said shares of Capital Stock as owner thereof and the Defendant cannot by reason of the alledged de- preciation in the value of the said Capital Stock after the date of the said transfer and assignment or of any other of the causes and mattere in his said declaration set forth be held liable to him the said Plaintiff for any damages or sum of money in manner and form as he iho said Plaintiff halh in and by his said declaration prayed, maintaining the said difeme ati/onds en droit doth dismiss the said action with costs distracts for Messrs. Carticr & Berlhelot, the Attorneys for the Defendant. (Signed,) MONK, COFFIN b P.flPINEAU. P. S. C. „....a«»t-- i^ I ikii&iiiM T DISTRICT OF MONTREAL. w.i i [ r , i i fa-, i. aa( iB i .n^ t ...^ ARTHUR C. WEBSTER, ^pliant, THE GRAND TRUNK RAILWAY COMPANY. DtfendatUt Bthw, itsiia^mk RESPONDENT'S CASE. .u ^ ^?<^^' ^^*^^ **'""• *• «ofcpot ma«ef of this upr^ra di«nBw«ed the auim of tee Plaintiff below on a difease tn 4roH fyled l«r the IMopdsnu t. ti,. 'jolarotion. Ibeae ptesdiri;* arecqjied in the Ap^x-ndtx tt^tter with the Juilifmn I from and Pffow'i 1 J . Bsioiw of 'he parties will be evident tin exirailiiatif i « ..... .locumenJs. 1 ij« declaration of the Plaimif contained allegauons lo th-j roilowing ctiect : *«,^ P*.' **" ™J^^ October 186a, the Appellant wa. owiwr ot ^«8 ; mn of the vahie of *86 •teriiiM each, in the Btock of the Grand Tmnk Raihvav Company, m^d wbh then in- dabtod to the firm of UnieBurier, Rooth, und Cfwnpany, in tb.- •om of £1403 IS 7. nnd T^^'!"%"jf«°€f'f'}otmmktmoi^sm »bare»a« collalerrl .ecurity for the debt, ht. he Pkintiir dtd on tte IM day of October 188S, by writiDg iu duplicate, tranrfcr «nd sell 10 Lembsuner, Routh and Company, the 68 gbarra, " on th( undenrtoadiug" that tha surplus after payment of the debt »hould be retaraed to the Plaintiff. That thereupoE Lemcflurier. R*>nth and Compau/ demnndcd of th- Company to exe- cnto a traaafer of tlmse fifty-eiffht shares in the Compony's Books, and preee-ited and offered to surrender " the Iranafer j" Um refusal of the Company to execute the trunsfer in the Books d the Company J protest of Lemesorier, Rmiih and Company on the 24th De- cein^r 1^ reitennnij^ the demand of transfer and the ofier lo sitrrctider. . £ j;n«^»* ♦"''o*^ alJegK'JOHS in similar terms, setting up the indebtMboess of the Plaintilf to The City and District Savings Bank " in the mim of £4780 9 8 ; the enffwreraent 'o ttMstortotto BankaiOoftheSes ihare* . coHa«er.l seottri' for the defiXalothe Bttk, the \mfm m dnphcate of the twenty-fifth November i J on the understandine rrferted to ;--{he presentati«Mi and demand and reftjsal to transfer ;— the protest b? the Bank on thfl »th December !863. That the Compafly was bound fortht»rith to have made the ttwew&re « to the parties 8t» demanding the same » bnt refnsed and alleged no <,ufficient gfonnd for the refnsal ; and that at the date o« th.. tleraand, the 26 sbaies were worth in U» market 18 percent discount ; and that if the transfers had been made, Lemesurierand Co.n- BMjf and the Bank con d and would have iwld the M8 shares far £«^4 7 4 cy, and that bettw»n«» dates of the demands and trawslbr of the shanjs by the Company on theif Books (n«rae»y on the 4th April 185 1 ftw tlje e8»hn«s j and I8th May 1854for the SIO Bhafe-,) thesiockhad depreciasrd ;and that the only aisouai wbiub Umosurier and Com- pany and the Baak were enabled to obtain for the stwik yrhich they caused to be sold •with aU reasonabte and prudent despatch " after the transfer had been madte by the Compwty was i- J3M 4 i oy. «« thereby eatwiB| a manifest loss to the Plaintiff of £23S1 LlF:^ wdepeBdaatof loss of interest costs of protest »,nd other damages estimated at ««68 la Itl owreneyi and that by reason of the premises and by law, the Plaintiff had a ngbt to racotmr thaao l-.v - sums making together je3000 eurtsncyi for Which Judgment is To this aetion, llift Defendants pleaded ; Irat. A 40s»t mtftmdt e» droit to the whole actioro ; Mly. A ^aecial derauttw to that part of iha aetsan relatiiw te tte Sa vingg Bank • idly. A ptwemptory exception ; ^ ' 4th. A dtftmt aujondt m fait. I*'i^" •^ w jf *»*'^ii^jfc^ij.dhMcga^i.'fe?a-.>»M«^^ - if fi: ! , y^ Tho issiifs Irtving teen perfected, und the case having been heard on the law JHsueg, the Coun maintained the d^fcnxe en droit fyled to the declaration and diomisstfd thePIain- tiflPs act'on (see Judgment copied in the Appendix). The reasons given by the Honorable J iidge iu rendering the Judgment were to the following effect : DAY JusTicx. " This is an action by n former Stockholder of the Grand Trunk Railway Company for money in she form of damages, in consequence of the Defendants refusal to transfer in their register certain shares sold by the Phiintifl', it being alleged (hat the shares depreciated in value, between the date of the demand of registration, and the date of the aclual registry. " Tlie Plaintiff sets out that he was a proprietor of a certain number of shares of the Company's Stock, part of wliieh he transferred to I^emesuricr, Routh and Company, and part to the Saving's Bank as c lateral security for debts due to them, they the creditors being obliged in the case of sale of the stock to pay back to Plaintiff any surplus aftej payment of ihe debts secured, — that these creditors applied to get the transfer "executed in the Company's Books^" that the Company refuseti, — and that they could not sell the stock until some lime alierwards, when the stock had depreciated. The Defendants pleaded a defense tn droit to the action by which two principal questions are substantially raised. 1st. " That the Plaintiff could not call upon the Company, to make good any loss not ^wvinc shewn a compliance with the Statute of the Company as to the form of the trans- fer and wgistry. 2nd. " That having parted with his stock, he ceased to have aright of property in it, so as to support the action as brought ; the right of action, under the cii-cumstances, being vested in Lcinesuricr, Routh and Company and the Bank, as creditors in consequence of the demand made by them for the registration and the protests for the refusal ; and that the agreements between PlHintiffand his creditors could not affect the Company. "There is a special demurrer to the part of this action setting forth the transfer to the Saving's Bank, on which demurrer 1 am against the Dcfcndantii As to the defense c» droit to the declaration, I am against the Plaintiff. Having parted with his slock he ceased lo be a stockholder, and it was incumbent on the proprietors of it to take proceed- ings against the Company to obtain the nenessury registration. Tkfiy had a right of action or might have taken proceedings by mandamus to compel the registration. They did not adopt those means. It is true they made a demand of registry, they protested by reason of the refusal, hut they received the registration when made. Now the Plain'iff comes in and says : '* I made certain agreements as to qualified transfers of the stock, which wer« not carried out." But as between the Pliiintiff and bis creditors any agreement as to a conditioned and qualified transfer might be made ; but the Defendants were not bound by any such conditions or restrictions. Every transfer, > far as they are cx>ncemed, must be absolute. Here there is no allegation that the Piiit»f {//'demanded the registry of the trans- fer, or that he protested by reason of the refusal He wishes to treat the demand of the creditors as being his demand under the " special agn^emeAts" set forth without alleging " that he was liable to the creditors or had paid them any damages suffered by reason m " his, the Plaintiff's failure to get a complete transfer made." *' There are other difficulties in the way." " The declaration sets out that the Company were notified and required «* to tranter the share* in the Books qfihe Company." Now they were not bound to make such trans- fer. By the Railway Clauses, Consolidation Act !4 & 16 Victoria ch. 51 sect. 17, a foim of transfer is provided which mnat be made in duplicate "one part of which shall be doli- " vered to the Directors to be fyled and kept foi the use of the Company, and an entry " thereof shall be made in a Book to be kept for that purpose." The declaration does not say that a duplicate was delivered to the Directors, but thet, " the parties presented the " transfer and offered to surrender the sam< , on the duo execution of such transfer afore- " said on the Books of the said Company but that the said Company whdly neglected " and refused to execute such transfer on the Books of the said Company." A party suing " for breach of Statute must allege the very breach set forth in the Statute and in its terms. " The noting of the transfer by the Company in their Book could only be legally made alter " > he delivery of the duplicate. It is not the duty of the Company to execute or to make ** luiy transfer, but first to receive the duplicate : id then make an entry of the transfer iu- " dicated by the duplicate." It is submitted oy the respondents that the declaration clearly shews that the trensfera to his creditors were simply as collateral security, for debts due by him to the transferrecs, and that they were made tmdcr special engagements or agreements between him and them, and on understandings as to the application of any surplus arising from the sole of tl»e shares, if the shares were actually sold. To these argreements and understandings tho xetpondcnts were no parties ; and they cannot, tlierefore lie held responsible for afleged depreciation in value, or even for damage arising from these engagement!; and imdorsand- Higs, as between the Plaintiff and the Respondents the relation was simply that of stock-hol- der and Company. The special reasons which induced and justified the Directors to delay the Registration of the snares do net come up at the present stage of the case. It is not denied that a stock-holder may transfer his shares, and that the Directors were bound to »• gister the transfer on compliance with the formalities required by law. If they refuse to ro- gisier when these formatilics are complied with, the Stock-holder, from the very rektion of stcck-hoUfir has his recourse against the Directors to recover tnc value of tne stock, vr against the officer whose duty it was to note the transfer in tbe Company's Books to thelatpJMne?, liBsedthePlnin- jnl were to the e Omnd Trunk tlie Defendants t being alleged !gi8tration, and of shares of the Company, and ley the creditors ny surplus ahei wkr " executed luld not sell the rhe Defendants ire substantially ood any loss not )rm of the trans- )f property in it, mstnnces, being conscqtience w jfusal ; and that )mpany. e iranttfer to the the fUfenie cm ith his slock he to take proceed- a right of action . They did not ested by i-eason Plajn'ifl" comes [>ck, which wei« preeroent as to a jre notbonnd by icemed, must be islry of the trans- dernand of the without alleging red by leasoa uiKl to indemnify the Plrtintiff lo the extent of the loss. But thu aotion as actually brought is neither that of a stock-holder as sucli, or a stock- holder held liable as veadee. It is rather an action founded on special argreements and un- derstandings b&tweon a debtor and his creditors without aijiigation of damage directly aris- ing cither to liim ae a stock-holder or as vendee. By his action, the Plaintiff in effect says : " I was a debtor to A. & B. and trans- " ferred my shares to them, under agreements to that eilect, and as collateral security for " their debtr, with an understanding that the surplus of the stock, if sold, should be handed " back i they demanded of you to oxetmlti a transfer in the Company's Books^which yoa " refused to do, and they held th to. .^ lor six months after tlie trans&r and i$old it with " all " reasonable and pni^i Uo^piitch," after suth demand ; but in tlie interinlit, the value " of the stotik fell 18 per ceiu which I olaim to recover." Now, this per centM^e if it con be claimed at all as damage, n.^ght be clairaed np to any indefinite period. From the allegat'ona ot the declaration it is manifest that the trans- fers were made as collateral security, and the creditors were under no obligation from any thing that is alleged, to sell or realize the stock at all or at any specific perioa. The collateral security might theref; . ■ have been held until the payment of the debts secured ; and as between PlaintitF and hi» creditors there could be no damage occasioned by holding the stock so long as any part of the debt was unpaid. The debtor's right was to pay the debt and to get back the stock ; but here again the debtor might select his own time, a time with which the Defendants had nothing to do. It appears that the stock was sold by the creditors, but it is not said when, or* in what manner it was sold, and hence the liability for the alleged dupreciatiou would a{)pear to be dependant on contracts to which the resoondents were tio party and over which they bad no control. As to the allegatioa of aamage arising from loss of interest, costs of protest, and incidental damage, it will be seen that these are incidei^tai to the contracts set up between the Plaintiff' and his creditors The only protests set forth are protests made by them, not by the Plaintiff, and no Enqatte could have been had upon these allegations made as apart from the main allegations set up as to the damage by the depreciation of the value of the slock. It is respectfully submitted that the reasons or mouana in support of the difaut e» droit are in law sufficient to justify and to support the Judgment as rendered in the Court below ; that the right to demand ttte registrat-on of the shares in the Company's Books was vested in Lcraesurier, Ronth and Company, and in the Saving's Bank ; — that they alone had the right to complain of the delay ; — that their recourse should have been by mandamiu to compel the registration of the transfer, or in -damages against the Directors for illegally relarding the registration and not against the Company ; — that the Plaintiff's interest in the stock which amounted only to au interest in the surplus after payment of the debts, is not buch an interest as to bind the Respondeuts ; — that even if the Plaintiff has a rignt of action against the Company for the acts of the Directors, the Plaintiff has not alleged the brt^ach of the Statute or of any duty such as is imposed on the Directors, and that the damages sought to lie recovered are shewn by the ueclaiatiuQ not to be sach as by law xeooveiable under tlie circumstances of the case. C ARTIER It BERTHELOl, Attormys for Be^onde»t$. lltmtieal, 10th November, 185& • (.»-.dt?;-' .■i' jJSiXTc,':;.,.. /^W'SJiiS. *■:■'■'*■ '<}'■• ' '