amount as would pay a clear annual dividend of 57. per cent on 884,3977. 108. (which should be considered as the share capital of The East Anglian Railways Company), and for the residue of the said term the annual rent should be of such an amount as would pay a clear annual dividend on such capital less by 21. per cent than the dividend for the time being payable on the entire share capital of the said Eastern Counties Railway Company (now converted into 207. shares); but the said Eastern Counties Railway Company should guarantee, that, after the expiration of the said first year, such annual rent should in no case be of less amount than would pay a clear annual dividend of 67. per cent on the said share capital of the said East Anglian Railways Company. 6. That such annual rent should be paid to the said East Anglian Railways Company half yearly, on, etc. 12. That the said Eastern Counties Railway Company should find and provide all such further sums of money, over and above the said share capital of 884,3977. 10s. and such borrowed moneys as aforesaid, as might be necessary for completing the said East Anglian Railways, to such extent, and in such manner, as the said Eastern Counties Railway Company should fix and determine upon. 15. That the East Anglian Railways Company, or any of the companies constituting the same, should proceed with all such bills as had been introduced by them, and were then pending in Parliament for the construction of extensions, branches, or other works; and, in case such bills, or any of them, should pass into a law, the said East Anglian Railways Company should proceed to execute the extensions, branches, and other works, thereby authorized to be constructed; and such extensions, branches, and other works, when completed, should be transferred to the said Eastern Counties Railway Company. 16. That the said Eastern Counties Railway Company should find the capital necessary for the construction of said extensions, branches, and other works, and should also pay to the East Anglian Railways Company all the cost, charges, and expenses paid, sustained, or incurred by them in preparing or promoting the said bills so pending as aforesaid (and that whether such bills, or any of them, should pass into a law or not), and preliminary and incidental thereto; and also all costs, charges,

and expenses attending or incidental to the construction of such extensions, branches, and other works; and the respective certificates of the chairmen of the three companies constituting the said East Anglian Railways Company, of the amount of all and every such costs, charges, and expenses, should be binding on the Eastern Counties Railway Company. 17. That notwithstanding the provisions contained in the two last clauses thereof, the Eastern Counties Railway Company should have the power of staying all proceedings in relation to the said bills, or any of them, whenever they should think fit. 24. That all necessary and proper deeds for carrying the said agreement into full effect, should be prepared by some eminent, impartial conveyancer, and the common seals of the respective companies should be affixed thereto; and that such deeds should contain all usual and proper clauses, provisions, and covenants, and particularly clauses providing for the proper and efficient working of the said East Anglian Railways, and a general arbitration clause, for the purpose of settling all matters in difference between the respective companies, without having recourse to any court of law or equity, except to enforce the award made on arbitration.

The declaration then went on to allege, that the said bill firstly, therein before mentioned; to-wit, the said bill entitled "A bill to enable the Lynn and Ely Railway Company to extend their railway to Bury St. Edmunds," was one of the said bills in the said indenture mentioned to have been introduced into and to be then pending in Parliament, as therein mentioned; that, after the making of the indenture, and before the commencement of the suit; to-wit, on the 2d of March, 1847, and for a long space of time thereafter; to-wit, one calendar month during the session of Parliament in the said indenture mentioned, and until the said bill firstly therein before mentioned was lost, as thereinafter mentioned, the said Lynn and Ely Railway Company, in pursuance of said indenture, and of the covenant in that behalf on their part therein contained, and in manner and form therein mentioned, did promote and proceed with, and cause to be promoted and proceeded with, the same bill in Parliament, by causing the same bill to be, and the same was, read a first time in the said House of Commons, and also a second

time in the said House of Commons, and by further causing the same bill to be, and the same was, by the said house, committed and referred to a committee of the said house; that afterward and before the commencement of the suit; to-wit, on the 23d of March, 1847, the said committee found, resolved, and declared, that the preamble of the said last mentioned bill was not proved, and the said bill was consequently lost without and not by reason of any default of the said Lynn and Ely Railway Company, or of the plaintiffs; and that the said Lynn and Ely Railway Company, paid, sustained, and incurred certain moneys, costs, charges, and expenses, in the preparing and promoting, and preliminary and incidental to the said last mentioned bill, which said moneys, costs, charges, aud expenses amounted in the whole; to-wit, to 2,0007.

The declaration then proceeded to state that the bill secondly therein before mentioned, entitled "A bill to enable The Lynn and Ely Railway Company to extend their railway to Spalding and Holbeach," was prosecuted and proceeded with by The Lynn and Ely Railway Company, until, afterward, to-wit, on the 6th day of April, 1847, the defendants, in pursuance of the power in that behalf reserved to them by the said indenture, directed and requested The Lynn and Ely Railway Company to stay all further proceedings in relation to that bill; whereupon the same was not further promoted or proceeded with, and that The Lynn and Ely Railway Company sustained in relation thereto costs and expenses to the amount of 10,0007. That the bill thirdly therein before mentioned, entitled "A bill making deviation in the line of The Lynn and Ely Railway, and for forming docks within the borough of King's Lynn," was, after the making of said indenture, and before the commencement of the suit, duly prosecuted, and on the 9th of July, 1847, was passed into and became an act of Parliament; and that The Lynn and Ely Railway Company incurred, in the prosecution and promotion thereof, costs and expenses to the amount of 10,000l. That the bill fourthly therein before mentioned, entitled "A bill to enable The Lynn and Ely Railway Company to make a navigation from Lynn to Wormegay, all in the county of Norfolk," was duly prosecuted by The Lynn and Ely Railway Company, and was, on the 9th of July,

1847, passed into and became an act of Parliament; and that The Lynn and Ely Railway Company sustained costs and expenses in the prosecution and promotion thereof to the amount of 10,000l. That, afterward, and after the commencement of the suit; to-wit, on the 9th of August, 1847, it was proved to and certified by the commissioners of railways that one-half of the capital by the act and acts relating to each of them, the said Lynn and Ely Railway Company, the said Lynn and Dereham Railway Company, and the said Ely and Huntingdon Railway Company, authorized to be raised, had been paid up and expended for the purposes authorized by such act and acts respectively; and that, thereupon, "The East Anglian Railways Act, 1847," and the several provisions therein contained, took effect, and became and continued in full operation. That the total amount of all and singular moneys, costs, etc., paid, sustained and incurred by the said Lynn and Ely Railway Company in preparing and promoting the said four several therein before mentioned bills, respectively, and preliminary and incidental thereto, was 21,1847. 16s. 2d.; and that, afterward, and after the said moneys, costs, etc., had been so paid, sustained and incurred as aforesaid, and before the commencement of the suit; to-wit, on the 1st day of January, 1850, there was, duly, and in all respects according to the terms of the said indenture, made and issued; to-wit, by the chairman of the said Lynn and Ely Railway Company, the said Lynn and Dereham Railway Company, and the said Ely and Huntingdon Railway Company, respectively, a certain certificate, as required by the said indenture, of the amount of all and every such moneys, costs, etc., whereby it was certified that the said last mentioned moneys, costs, etc., amounting, to-wit, to 21,1847. 16s. 2d.; and that, although afterward, and after the making and issuing of the said certificate; to-wit, on, etc., the defendants had due notice of the said making and issuing of the said certificate, and of the amount therein certified, as aforesaid, and although a reasonable time after such notice for the payment of the said last mentioned amount had elapsed before the commencement of the suit, yet the defendants, at the date and time at which the said East Anglian Railways Act, 1847, took effect and came into operation, had not paid to the

said Lynn and Ely Railway Company, nor had they since paid to the plaintiffs, the said last mentioned sum of money, or any part thereof, etc.

The defendants craved oyer of "the said indenture" in the declaration mentioned, and after setting it out, pleaded, That, at the commencement of this suit, no act of Parliament had been procured or obtained, nor was there in force any act of Parliament whereby the said East Anglian Railways Company, or the said Lynn and Ely Railway Company, or the said Ely and Huntingdon Railway Company, or the said Lynn and Dereham Railway Company, were or was authorized, or empowered to grant any lease of their said railways respectively, or of either or any part of such railways, to the said Eastern Counties Railway Company, and that before and at the time of the committing of the said alleged breaches of covenant, and each of them, the said Lynn and Ely Railway Company, the said Ely and Huntingdon Railway Company, and the said Lynn and Dereham Railway Company, and the said Eastern Counties Railway Company, and each of those companies, had been and were unable to procure or obtain any act of Parliament authorizing or empowering the granting of such lease as in the said indenture mentioned, or of any lease of the railways of the said three first mentioned companies respectively, or of any part thereof to the said Eastern Counties Railway Company; that the said three companies respectively had then, and had ever since wholly abandoned all intention of procuring or obtaining any act of parliament authorizing the leasing of the said railways respectively, or of any part thereof respectively, to the said Eastern Counties Railway Company; and that divers persons, to-wit: J. A., E. R. T., etc., etc., who, at the time of the making and executing of the said indenture, were shareholders of and in the said Eastern Counties Railway Company, and entitled to vote at general meetings of the said company, did not assent to the making or executing of the said indenture, or of the agreement therein set forth and contained-verification.

To this plea the plaintiffs demurred generally. The points marked in the margin were as follows: "The plaintiffs intend to argue that, supposing the facts set out in the plea to