1861. EALES v. CUMBERLAND clearly shewn to be illegal. No authority has been cited to shew that this contract is illegal at common law. No doubt, Companies cannot enter into contracts contrary to the 19 & 20 Vict. c. 47. The validity of their contracts depends upon that statute, but I think that the statute does not render this contract illegal. I agree with Mr. Phinn that it may be dangerous to allow directors to bind the Company by such a contract as this. But it is our duty to construe the Act without reference to considerations of that sort. People must take care not to become members of Companies unless they are satisfied with the directors. By clause 13, when the memorandum of association has been registered the subscribers are incorporated. The 44th clause provides that "the number of directors, and the names of the first directors, shall be determined by the subscribers of the memorandum of association." By the 45th clause, “until directors are appointed, the subscribers of the memorandum of association shall, for all the purposes of this Act, be deemed to be directors." There is no provision that the directors shall have any greater power than the subscribers to the memorandum of association. The 61st clause is a legislative declaration that the directors may appoint officers; but that, by clause 47, is subject to the provision that the office of director shall be vacated if he holds any other office of profit under the Company. That shews that it is legal to appoint a director to an office of profit. It was argued that it is unsafe to give temporary directors such a power. Still these directors, though only directors for the time being, have the power of directors for all purposes. Therefore the rule must be discharged. CHANNELL, B.-I am also of opinion that the rule must be discharged. The question is, whether such a contract as that sought to be enforced by the plaintiff can be binding. I see nothing to render it illegal at common law. As to the statute 19 & 20 Vict. c. 47, Table B., rules 61 and 47, so far from leading to the inference that the appointment of a director to an office to which a salary is attached is illegal, in effect shew that it is legal, subject to the consequence that the party appointed vacates his office of director. I do not feel pressed by the argument that the authority of the statutory directors is limited in point of time; the authority of all the directors is limited in that respect by the 48th clause. The power of the statutory directors appears to be the same as that of the directors to be elected by the shareholders. WILDE, B.-It is conceded that the persons who passed the resolution appointing the plaintiff manager of the mine were directors, and that the Company has not made any rules for itself. The 19 & 20 Vict. c. 47 allows persons associating together to form a Company to make rules by which they may circumscribe the powers of the directors. This Company not having done so, the rules in Table B. apply to it. Rule 46 is as follows: "The business of the Company shall be managed by the directors, who may exercise all such powers of the Company as are not by this Act or by the articles of association, if any, declared to be exerciseable by the Company in general meeting" &c. Therefore there is a statement, which is plain and unambiguous, that the directors are to exercise all the powers of the Company except those which are to be exercised. by a general meeting. Neither the statute nor any rules direct that the power here exercised is to be exercised only by a general meeting. It has been objected that it is inexpedient to permit directors to appoint one of their own number to an office of profit. I think the objection is a sound one, for the directors might enter into contracts 1861. EALES v. CUMBERLAND 1861. EALES CUMBERLAND injurious to the Company. But the answer is, that the shareholders might have executed articles of association restraining their powers. A former statute on this subject (7 & 8 Vict. c. 110, s. 29) provided that no contract in which a director should be interested should have any force unless confirmed by a general meeting. In the present Act the legislature has thought fit to withdraw that protection from shareholders, leaving them to take care of themselves. The 45th rule provides that, until directors are appointed, the subscribers to the memorandum of association shall for all purposes have the power of directors. If, therefore, shareholders desire to protect themselves, they must take care to limit the powers of their directors. BRAMWELL, B.-I am of the same opinion. It may be that the directors have been guilty of a breach of trust in appointing the plaintiff manager of the mine at an extravagant salary; but with that we have no concern. Rule discharged. Jan. 14, 15. The defend. ants, a rail were authori to construct a HOLE V. THE SITTINGBOURNE AND SHEERNESS RAILWAY COMPANY. THE first count of the declaration stated that, before and way Company, at the time of the committing by the defendants of the zed by their act several grievances &c., there was and yet is a certain arm of parliament ta of the sea called the Swale, situate in the county of Kent, railway bridge across a navigable river. The Act provided that it should not be lawful to detain any vessel navigating the river for a longer time than sufficient to enable any carriages, animals or passengers, ready to traverse, to cross the bridge and for opening it to admit such vessel. The defendants employed a contractor to construct the bridge in conformity with the provisions of the act of parliament, but before the works were completed the bridge, from some defect in its construction, could not be opened, and the plaintiff's vessel was prevented from navigating the river.-Held, that the defendants were liable for the damage thereby caused to the plaintiff. and which said arm of the sea was and is a public navigable channel and passage for all the liege subjects of our lady the Queen to pass and repass with their ships and vessels at their free will and pleasure: that before the times aforesaid, and after the passing and coming into force of an act of parliament made in a session of parliament holden in the 19th and 20th years of her present Majesty, intituled &c. (19 & 20 Vict. c. lxxv.), the defendants, under and by virtue of the provisions of the Act, constructed and built a swing or opening bridge over and across the said public navigable channel or passage of the Swale, and which said bridge, at the time aforesaid, was over and across the said channel or passage, and under the management and direction and control of the defendants, and without the opening of which said bridge by the defendants, at the times aforesaid, to admit ships or vessels with their cargoes navigating the said channel and passage to pass the same bridge, any such ship or vessel with its cargo so navigating the said channel or passage of the Swale at the times aforesaid could not pass through the same or through the said bridge that, before and at the time of the committing by the defendants of the grievances &c., a ship or vessel called the "Jason," laden with a cargo of goods and merchandize of the plaintiff under a charterparty with the owners of such ship or vessel, was being navigated with the said cargo, for the plaintiff, through and along the said channel or passage of the Swale, and the plaintiff and the master of the said ship at the time last aforesaid were respectively desirous that the said ship or vessel called the "Jason" with the plaintiff's said cargo therein should pass through the said bridge, whereof the defendants always had notice; and that all things were done and performed, and all requests made, and all notices given, and all things and events happened and occurred, and all things existed, and all times 1861. HOLE v. SITTING BOURNe and RAILWAY Co. SHEERNESS 1861. HOLE v. SITTING BOURNE AND SHEERNESS RAILWAY CO. elapsed, to entitle the plaintiff to have the said bridge |