VOL. XII.] EXCHEQUER COURT REPORTS. 123 BETWEEN THE MINISTER OF RAILWAYS } AND CANALS PLAINTIFF; 1908 Oct. 31. AND THE QUEBEC SOUTHERN • RAIL-1 WA ti COMPANY AND THE SOUTH SHORE RAILWAY COM- DEFENDANTS. PANY. . J- In re THE STANDARD TRUST COMPANY OF NEW YORK (CLATMANT) } RESPONDENT AND THE BANK OF ST. HYACINTHE, THE ATTORNEY—GENERAL OF CANADA, AND H. A. HODGE, APPELLANTS. (CONTESTING PARTIES) Railway--Purchasers—Organizationof companyto operate road—Enhanced price paid by purchasers—Right to profit on transaction. Where purchasers of a railway, having acquired the same on their own behalf and with their own money, organize a company to operate it, in compliance with the requirements of The Railway Act (now found in Sec. 299, R. S. 1906, c. 37), and turn over the railway• to such company at an enhanced price, they are entitled in law to their profit on.. the transaction. APPEAL from a Report of the Registrar ' acting as Referee. The facts of the case are fully set out in the following extracts from the Referee's provisional and final reports.- " This claim, against the South Shore Railway Company, was originally filed on the 1st day of March, 1906, alleging that by agreement of the 2nd December, 1895, between L. Tourville, J. Leduc, - J. M. Fortier and
124 EXCHEQUER COURT REPORTS. [VOL XII. 1908 Hyacinthe Beauchemin, of the first part, and the South THE Shore Railway Company, of the second part, the latter MINISTER OF RAILWAYS acknowledged itself to be indebted to the parties of the AND CANALS V. first part in the sum of 9348,000, one-fourth to each, THE being the price of the purchase of the Montreal and Sorel QUEBEC SOUTHERN Railway, bought by the South Shore Railway from the R.WAY. CO. AND THE parties of the first part. This sum of $348,000 the South SOUTH SHORE RwAx. Co. Shore Railway promising t o payto the parties of the first part, to wit: $87,000 to each, with interest at 6 X. from STANDARD TRUST 1st July, 1895, payable half-yearly on the first days of CLAIM. January and July, any arrears of interest to be added to Reasons for Judgment. the capital and to bear interest as capital, the first pay- ment of interest to become due on the let January, 1896; and the principal sum being made payable five years from the date of the said agreement. "For its indebtedness to the said J. M. Fortier, the South Shore Railway gave a promissory note dated the 2nd December, 1895, whereby five years after date it promised to pay to the order of the said J. M. Fortier the sum of $87,000 at the Bank of Nova Scotia, in Montreal, with interest from the 2nd July, 1895, at 6 ô payable half-yearly. " The Standard Trust Company is now the legal owner and holder of the said note and is vested in the rights of the said Messrs. Tourville, Leduc, Fortier, and Beauche-min, under certain transfers and assignments filed herein, and claims the sum of $348,000 with interest thereon to the 22nd January, 1903, date at which an action had been taken by the Standard Trust Company against the South Shore Railway for the amount of the present claim, as originally formulated, and in which action they were asking further the cancellation of the amalgamation. This said sum of $348,000, and interest, as above mentioned amoun- ting to... $494,160 00 " The Standard Trust Company further claimed to be the legal owner and holder of
VOL. XII.] . EXCHEQUER COURT REPORTS. 135 first mortgage bonds of the South Shore Railway Company of the par value of $2,000, from 001 to 135, dated 1st January, 1900, and the coupons attached thereto, which with interest accrued on the 22nd January, 1908, amounted to together with interest on interest upon same. 25,000 00 making the total sum of $821,560 00 which, after including further interest, as stated in the claim, would amount to over $850,000.00. "On the 2nd June, 1906, evidence. having been adduced, before the undersigned, in support of the claim, at the opening J. E. Martin, of counsel for the claimants, materially amended and reduced this claim, withdrawing the $270,000 and interest respecting the above-mentioned bonds and claiming the . sum of and interest thereon from the 1st July, 1895 (Evidence, p. 26), together with the further sum of also with interest thereon from 31st August, 1901; the latter amount representing certain indebtedness of the South Shore Railway Company to the Hochelaga Bank, H. Beauchemin and J. M. Fortier, and which were paid and discharged by the present claimants. This sum of $52,994- 84, being made up of the follow- ing items, viz.: The sum of... $27,674 53 which the Montreal & Sorel Railway Syndicate (composed of L. Tourville, Leduc Estate, . H. Beauchemin and J. M. For-tier) had obtained for the South Shore Railway upon their gua- 125 190S TziE MINISTER. OF RA.ILwAYs AN CANALS D v. THE ~vQUEBEC 302,400 00 SOUTHERN RWAY. CO. AND THE SOUTH SHORE RWAY. CO. STANDARD TRUST CLAIM. Statement or Facts. $348,000 00 .. 52,994 84
126 EXCHEQUER COURT REPORTS. [VOL XII. 1908 rantee as a loan from the THE laga Bank, at the end of August, MINISTER OF RAILWAYS 1901, for the benefit of the South AND CANALS v. Shore Railway, which was the THE principal debtor for the same. QUEBEC • SOUTHERN The sum of , $12,351 88 RWAY. CO. AND THE S OUTIz SH NE RWAY COcs. rep resents the current indebted- ness of the South Shore Railway STANDARD TRUST to the Hochelaga Bank, under CLAIM. -- current account, and which at Sotfa tFem ent of octs the end of August amounted to that sum. The further sum of. .. $12,968 43 $52,994 84 is an indebtedness to Mr. H. Beauchemin by the South Shore Railway, and which was specifically reserved in the deed of the 13th of Augu-t, 1901, between H. Beau -chemin and R. J .Campbell, and mentioned in the schedule thereto attached with the other two above mentioned amounts. " The present claim then .resumes itself, 1st, to the $348,000.00 and interest originally due by the South Shore Railway to Messrs. Tourville, Leduc, Fortier, and Beauchemin, and 2ndly, to the $52,994.84, and interest, representing moneys due by the South Shore Railway to the Bank of Hochelaga and to H. Beauchemin and finally paid by Mr. H. Regensberger, acting for Mr. Meyer. " The claimant's title to the $348,000 is complete and valid. Messrs. Tourville, Leduc, Fortier and Beauchemin were proprietors of the Montreal and Sorel Railway Company valued by them at $648,000. This railway being sold by the Sheriff, Mr. Tourville, in the interest of their syndicate, composed of the four gentlemen above men-
VOL. XII. EXCHEQUER COURT REPORTS. tioned, and to protect them, bought the road at such sale for a nominal sum, which was duly paid. << Instead of selling the road to the South Shore Rail- ̀way Company for the pride they might think. fit or proper, AND CANALS they proceeded differently. Mr. Tourville transferred his adjudication to the company which became, from the SOUTHERN entries at the Regi sOtrfyf ice, the actual purchasers from AN the sheriff, with the purchase price paid cash. But they executed an independent agreement •or tween the syndicate composed of the above mentioned four gentlemen on the one part and the company on the CLAIM. other part, whereby the purchase price was fixed at or Fr ;;` $648,000, the estimated value of the debentures of the Montreal & Sorel Railway Company, held by the interested parties, and the latter being debtors of the South Shore Railway for $300,000, the value of the shares subscribed by them, remained creditors for the balance of $348,000. " This transaction appears to be perfectly valid and made in good faith, and could in any case only be attacked by establishing that the price of. $648,000 was not a reasonable one, or that there was frand. As there is no evidence to show that this price was not a reasonable one ; but to the contrary everything points to show that the transaction was made, so to speak, above board and. in good faith, and that fraud cannot be presumed, the transaction must be declared valid. "If this claim of $348,001 was a valid claim in the hands of the Syndicate, there can be no doubt that it has now passed into the hands of the Standard Trust Company, and that it is as good and valid in its hands as it was in the hands of the Syndicate. The transfers are distinct and complete. "The fact that this part of the claim was not the most important part of the purchase by the. American people cannot affect the question. For them, as for the original syndicate, it was the same thing; if they insisted upon 127 1908 THE MINISTE ROF R AI LWAYS QU T E H B E E C Co. A A It i D Y .THE S R,~ H S o E contre lettre be- S TAN D — A RD TRUST
`
128 EXCHEQUER COURT REPORTS. [VOL. XII. 1908 the payment of their claim their shares became of no value ; THE if they neglected their claim their shares acquired more MINISTER OF RAILWAYS value. As they held both it was of little importance to AND CANALS V. them upon which head they claimed. That is the reason THE why perhaps not so much importance was attached to QUEBEC SOUTHERN this claim as might at first appear. And as those claims RWAY. CO. AND TILE were clearly existing at the time of the transfers, and SOUTH SHOW./ CO.. th e re is no doubt theywere so transferred, and nothin g g — having occurred since to render them null or void, they can-STANDARD TRUST not now be ignored. The fact that they are not mentioned CLAIM . in the schedule attached to the transfer from Beauchemin S ta t e t to Campbell would appear to be of no consequence. The purchaser exacted a list of theliabilities he was interested to know, debts due to third parties. 11e did not concern himself about the debts or claims of which he became the holder. "What would tend to remove any doubt, if any existed with respect to the effect of the transfers, is first the fact that Campbell made the transferrors give him Fortier's promissory note, and 2ndly, the fact that Moore exacted two separate contracts from the Tourville Estate, one being a transfer of the shares and the other a transfer of the claims belonging to that estate. " Then we must not overlook the fact that in that transfer of Beauchemin to Campbell, to which is attached the list of the company's debts and liabilities, there is no statement to the effect that this list covers all the debts and is exhaustive. Such statement, indeed, would be incompatible with the very terms of the contract, whereas the list mentions no debts whatsoever in favour of Tourville, Fortier, Leduc and Beauchemin, with the exception, however, of the $12,068.43 which the latter reserved to himself; whereas, further, that at this very moment Beauchemin was handing over a promissory note of the company in favour of Fortier, and that Beauchemin, the Leduc Estate and the Tourville Estate,
VOL. XII.] EXCHEQUER COURT REPORTS. 129 the latter by a distinct deed, were transferring, besides 1902 J their shares, their claims against the company. THE MINIRSTE • " The claim is not a privileged one. These South RAILWAYS Shore bonds cannot give it any privilege under the D „A NAL circumstances. Indeed it is nowhere stated or mentioned THE QUEBEC that these bonds were issued or given as collateral security S OUTHERN RWAY. CO. for this claim. It is only mentioned in a resolution that AND THE these creditors will not be in a poSition to exact payment SaTAuysH&RE before the bonds are issued, and that then they will be STANDARD paid out of the proceeds of such bonds, which is not at TRUST CLAIM. all the same thing. No privilege is given and the bonds Statement were never issued. of Facts. "It cannot be said either that they have the privilege of bailleur de fonds. The deed was not registered. The interpretation which the undersigned is inclined to place upon Art. 2094 of the Civil Code is that no privilege is given the privileged creditor who omits to register when registration is required, even upon the ordinary chirographic creditor in a case of insolvency, as the present one. We are not here dealing with creditors who have simply omitted to register their claim, but with creditors who consented to the registration of a deed which upon its face shows they have no claim, because they ceded to the . company their adjudication to the Sheriff, and the company accordingly appears at the Registry Office as having purchased directly from the Sheriff and as having paid cash the purchase price. They must then have led third parties and the public to believe that the purchase price. had been paid, and this, it must be said, with some hesitation, perhaps, would stand in their way as a bar to the recovery with the privilege of bailleur de fonds which cannot subsist under the circumstances. " The only privilege which can be claimed and the only one distinctly claimed is the one which is given to the ordinary creditor of the South Shore under Sec.: 4 , of 9
130 EXCHEQUER COURT REPORTS. [VOL. XII. 1908 4-5 Edward VII, chapter 158, discussed elsewhere in THE this report. MINISTER of RAII.wAYs "The claim is notprescribed, as it only became due in AND CANALS v December, 1900. Part of the interest, however, is THE ' prescribed as it is payable semi-annually, beginning with QUEBEC SOUTHERN the 1st of January, 1896. The claimants are entitled to RWAY. Co. AND THE 5 years interest under Art. 2250 of the Civil Code. SOUTH SHORE " RWAY. CO. This sum of. .... . $348,000 00 with interest thereon from the 8th Novern- STANDARD TRUST ber, 1900, to the 8th November, 1905, at CLAIM. 6X, payable under the terms of the agree- Statement of Fac ts. ment of the 2nd December, 1895,half-yearly, on the first days of January and July, any arrears of interest to be added to the capital and to bear interest as capital, making the additional sum of $119,784 42 Forming the total of. $467,784 42 which will be allowed against the South Shore Railway, without privilege, except- ing, however, such privilege which may be derived from sec. 4, ch. 158 of 4-5 Edward VII. «Passing to the second branch of the claim for $52,994.84 it must be said that this sum has been well established by the evidence adduced. It was due by the South Shore and has been duly paid. by Mr. Regensberger for Mr. Meyer. " Besides resting their claim on both branches upon the viva voce evidence adduced in support of the same, the claimants also rest upon the following documentary evidence, viz.. 1. Resolution of Directors of South Shore of 4th June, 1894. 2. Resolution of Directors of South Shore of 8th Octo-ber, 1895.
VOL. XII.] EXCHEQUER COURT REPORTS. 3. Resolution of Directors of South Shore of 7th De- cember, 1895. 4. Sale by Estate Leduc to-R. M. Campb ust, 1901. 5. Transfer by Estate Louis Tourville to B. P. Moore, 9th April, 1902. 6. Sale and transfer by H. Beauchemin to R. M. Camp- bell, 30th August, 1901. 7. Agreement between R. J. Campbell and Arthur L. Meyer and The Standard Trust Company, 31st Decem- ber, 1902. 8. Agreement between B. P. Moore and Arthur L. Meyer and The Standard Trust Company, 9th April, 1902. 9. Assignment by R. J. Campbell to Arthur L. Meyer of the 30th August, 1901. 10. Assignment by A. L. Meyer and R. J. Campbell to The Standard Trust Company, 7th November, 1906. There is no stipulation for interest upon this sum of $52,994.84 and it is not payable at law under the present circumstances." [By his Provisional Report the Referee allowed this claim at the sum of $520,779.26, against the South Shore without privilege, excepting, however, such privilege as may be derived from section 4, ch. 158 of 4-5 Edward VII " The Bank of St. Hyacinthe, a creditor collocated in the Provisional Report, being dissatisfied with the finding of the said Report upon the above claim of The Standard Trust Company of New York, filed a contestation of the same, which said contestation was, by leave, twice amended. " The Standard Trust Company of New York joined issue upon the contestation of the Bank of St. 9i 131 1908 THE 14RAIL ' OP' 3 e 0 l t l h , Aug AIL t iVE A R YB AND CANALS V. THE QUEBEC SOUTHERN RWAY. Co. AND THE Y H S E SR. Co. STANDARD TRUST CLAD. Statement of Facts. Hyacinthe.
132 EXCHEQUER COURT REPORTS. [VOL XII. 1 " On the 29th November, 1907, the Attorney-General THE of Canada, a creditor interested herein through the collo- NINISTER OF RAILWAYS cation of the Intercolonial Railway, for traffic balances AND CANALS etc., was allowed to intervene and file a contestation up p o n Q the same grounds as those set forth by the Bank of St. DÉ ~c SOUTHERN Hyacinthe's contestation of the claim of the Standard RWAY. CO. AND THE Trust Company, as allowed by the Provisional Report, SOUTH SHORE w RWAY. C hich contestation was, byleave, once amended. The Bank of St. Hyacinthe then declared that they did not STANDARD TRUST intend to join issue on the contestation of the said Attorney-CLAIM. General. o Fa e st f cts t . " The Standard Trust Company joined issue upon the contestation filed by the said Attorney-General. [Within the period allowed for appealing to the Judge of the Exchequer Court from the Registrar's final Report, H. A. Hodge, a creditor herein, moved for leave to intervene and appeal from the Registrar's finding upon the present claim. Such leave was subsequently granted ] " The above contestations were proceeded with, before the undersigned, at the City of Montreal, on the 6th, 7th, 14th and 24th days of December, A.D. 1907, and on the 11th and 18th days of January, A.D. 1908. F. L. Beique, Esq., K.C., and E. Lafleur, Esq., K.C., appeared for the Bank of St. Hyacinthe ; A. Geoffrion, Esq., K. C., appeared for the Attorney-General of Canada ; and S. Beaudin, Esq., K.C., and J. E. Martin, Esq., S.C., appeared for the Standard Trust Company of New York. Upon hearing the evidence adduced and what was alleged by counsel aforesaid, the undersigned humbly submits : --- " The evidence adduced upon this contestation has thrown a great deal of light upon many facts which up to then remained unexplained, and has brought the whole matter to a clear understanding. "The grounds of the contestations of the above claim may be, inter alia, summarized as follows :—
VOL. XII.] EXCHEQUER COURT REPORTS. " 1. That the syndicate previous to becoming directors of the South Shore Railway, were promoters. u 2. That at the time of the adjudication of the Mont- real and Sorel Railway by the sheriff to members of .the .syndicate were directors of the South Shore Railway and as such were acting in a fiduciary capacity towards the said company. That they are, there- fore, not entitled to make profit out of the purchase, as it is made by the South Shore Railway Company which is entitled to take the property at the price actually paid. "3. Then in the alternative, that the resolution and agreement by which the price is fixed at $648,000 should be set aside both on account of the fiduciary relationship between the parties and because the price is excessive. " 4. The amount claimed by the members of the syn- dicate for the transfer of the railway is more than paid by the stock ; that the amount due on the stock, $300,000, is more than sufficient to pay anything coming to them. " The Standard Trust Company joined issue on these allegations, and the main answer rests upon the facts of the case which go to show there existed no trust, no fidu- ciary relation, as between the syndicate and the South Shore Railway Company, and that the members of the syndicate owned the railway as well before the sale and formation of that company as after ; that they bought it with their own money, and that the formation of the company was only a re-organization of their interests and in compliance with the Railway Pict. They never acted in a fiduciary capacity for anyone. " The only two questions to be decided here are : (1) Whether there was any fiduciary relation as between the syndicate and the South Shore Railway Company at the time of the sale ; and (2) Whether the price of $648,000 is, under the circumstances, fair and reasonable. " There must be read with the present finding the finding made upon the Provisional Report, with the object of avoiding repetition. _ 133 1908 • THE mk tAILWRYS F Tourville, the AND CANALS THE QUEBEC SOIITDEBN R WAY. CO. AND THE S RwH S c ?E STANDARD TRUST CLAIM. s of F Wits.
134 EXCHEQUER COURT REPORTS. [VOL XII. 1908 " The regularity of the Minute Book with respect to THE the words " purchase price to be agreed at a later MINISTER OF RAILWAY S p eriod " has been challeng e d, but the undersign ed finds— AND CANALS V. if ever there was anything in it—it has been satisfactorily Q explained by the Secretary, Lalonde, and by Judge IT E SOUTHERN Ohoquet, the solicitor of the company at the time. RWAY. Co. « AND THE the South Shore Railway Company was incorporated SOUTH S HORE . CO . b U J the Act 57 Vict., ch. 72 (Que.) which was assented to on the 8th January, 189 4. The Montreal and Sorel Rail-STANDARD TRUST way was sold by the sheriff of Montreal on the 1st June, CLAIBr. 1894, and the Great Eastern was sold à la folle enchère Statement of Facts. for the last time in 1899. " The deed of agreement or partnership between the four members of the Syndicate bears date the 1st March, 1893, and by clause 2 thereof, it reverts and dates back to the 4:h November, 1892, and the purpose for which the Syndicate was formed is related in clause 1 of that deed, which states that it is with the object of completing and equipping the Montreal and Sorel Railway between St. Lambert and Sorel, to put it, and maintain it, in good working order, in compliance with the provisions of ch. 88, par. BB of 54 Viet. (Que.), and with the further object of operating the said railway generally and of acquiring it, if deemed advisable (s'il y a lieu). " Now the very intention of the Syndicate is disclosed as far back as 1892. Their object is to operate the road and acquire it. If they acquire it, a company must be formed, as under the Railway Act a company alone can operate a railway, and can it be said that because they so comply with the Act they become in a fiduciary relation with that company which is themselves? Where is the cestui que trust and where is the. trustee ? While directors in name after or before purchasing the property, they nevertheless remained the principals and the owners in fact before and after the incorporation. They actually were the vendors and vendees. The whole transaction resumes itself into a re-organization, that is all.
VOL. XII.] EXCHEQUER COURT REPORTS. "This is said at the outset in view of the terse state- ment made by Mr. Geoffrion of the gravamen of the whole argument and pleadings which is based on the elementary legal principle that ' If a person instructs another as his agent to go and buy something for him, and that other person goes and buys it for $10,000, or any other price, he is bound to turn it over for the same price to his prin- cipal,' adding further that this principle is applied to the SR`v YS Co E case of promoters before a. company is formed ; the pro- moter, he claims, would be in the position of an agent. " Now, what are the actual facts? Dealing with that view there could be no agency or mandate, since that com- pany was not even organized when the Syndicate started buying and improving the road and investing large sums of money in it. As far back as 1892, before the South Shore Railway Company is incorporated, before the road is sold at Sheriff's sale, the Syndicate start working together with the object mentioned in the deed of the 1st March, 1893. Judge Choquet . in his evidence (p. 186) tells us that upon his own application, as provided by the Code, a sequestrator was appointed on account Mfrivolous oppositions having been made. The sequestrator represented.the bondholders of the Montreal and Sorel Railway. Subsequently, the Syndicate purchased 1,453 bonds out of a total of 1,500 for the sum of $170,322.40, ànd operated the road with the consent of the sequestrator. Now, when the Syndicate took possession and began to operate the Montreal and Sorel Railway, it consisted of very little (so Secretary Lalonde informs us, p. 93); it was only the right of way on rails, and at that time the road was not being operated ; it was stopped from the winter of 1893, and they opened it up in 1894. At the time of the taking of such possession there was no rolling stock, no locomotives—practically no locomotives—they were renting them from the Grand Trunk or the Canadian Pacific Railways, and the roadbed was in an awful condition (Secretary Lalonde's evidence, p. 70). 135 1908 THE MINISTER OF RAILWAYS AND CANALS v. THE UEBEC SOUTHERN WAY . THCEo . R AND -- oTANDARD TRUST CLAIM. S o t f + te F m ac e t n s. t
136 EXCHEQUER COURT REPORTS. [VOL. XII. 1908 "In the first days there was no profit, no return to THE cover anything like interest on the amount expended. MINISTER OF RAILWAYS However, from the day they took hold of the road, the AND CANALS V. Syndicate improved it all along with their own money. THE Fortier, one of the members of the Syndicate, heard as a QUEBEC SOUTHERN Co. witness, tells us he disbursed as his share alone $48,630.-RwAY. AND THE 81, equal to $194,523.24 by the Syndicate. Then Lalonde SOUTH SHORE RWAY. C o. tells us the earning s over op P eratin g g exp enses from the — STANDARD 1st June, 1894, down to 1901, amounting to $73,208.25 TRUST were all put into the company for improve- CLAIM. moats ... • .. 194,523 24 Statement of Facts. 73,2( 8 25 $267,731 49 Exhibit 12a would show, as explained by Lalonde, that Beauchemin would have paid 4,850 42 more than the others, having remitted later. $272,581 91 "Then Leduc, one of the members of the Syndicate, had obtained judgment, on 10th February, 1893, against the Montreal and Sorel Railway for $250,576.92 and interests and costs. The Syndicate had bought the bonds, had spent good money in improvements and had bought the Great Eastern Railway, which was partly paid by subsidies. . From the above it will clearly appear that in 1892, these four gentlemen bought the bonds and improved the road with their own money, having the ultimate intention of acquiring the road. Can it be said, after they have acquired the road, they are not at perfect liberty to do what they like with it ? Keep it or sell it, and sell it for what they like. What happened ? One Lamb, collector of revenue, sued the road for taxes and brought it to a sale, when on the 1st June, 1894, it was sold and adjudicated, by the Sheriff, for the sum of $1,600 to Mr. Tourville acting for
VOL XII.] EXCHEQUER COURT REPORTS. the Syndicate. The Syndicate being the owners of the hypothecary bonds, as above mentioned, were already practically the owners of the road and the bonds also practically represented most of the purchase price—the $1,600 being the amount, or thereabouts, of the Sheriff's costs It is to be presumed that the 'plaintiff had been settled with in the meantime for the amount of $675.00 interest and costs, recovered by that judgment. " As already stated, the South Shore Railway Company had been incorporated by the four members of the Syndicate with the object of operating the road, after it had been sold by the Sheriff with the object of securing a clear title. On the 4th of June, 1894, Mr. adjudicataire reports to the South Store Railway Company, at a meeting of that date, that the Montreal and Sorel Railway had been sold by the Sheriff and purchased by-him in the manner mentioned, and he then proposes, and it is approved to transfer to the new company, the South Shore Railway Company, the title which the Sheriff of Montreal will give and to substitute for h's name the name of the South Shore Railway Company as purchaser of the Montreal and Sorel Railway, the purchase price to be agreed upon at a later period. The President and Secretary being authorized to sign said deed of sale. " Now these very words ' purchase price to be agreed • upon at a later date' which have been so much spoken of will go tô show that the Syndicate were just as much sole proprietors of the railway before as after the sale. If, indeed, they had not been acting the whole time for themselves,—if they had sold, as was contended, to a company which was not themselves, they would certainly have fixed the price then and there and they would not have taken the risk of leaving that important question undecided as it would have been a nest of litigation for the future, and they would not have left it to be ascertained and fixed at a Iater period. They then subscribed 137 1 908 THE MINISTER OF RAI1 WAYS AND CANALS THE QUEBEC SOUTHERN R . ANDY THE SRWA . CoE STANDARD TRUST CLAM so Fâ tst Tourville, the
138 EXCHEQUER COURT REPORTS. [VOL. XII. 1908 $75,000 in the South Shore Railway Company and paid THE these sums by handing over the Railway to the company, MINISTER OF RAILWAYS reta i n ing a claim against it for the balance of the purchase AND CANALS V. price, viz.: $318,000. B c " In other words, this consideration price of $648,000 Qv E SOUTHERN was credited to the four members of the Syndicate, each RwAY. Co. AND THE for the sum of $162,000. Then each member of the Syn- SoIITII SHORE RWAY. Co. dicate subscribed for 750 shares at $100 equal to $75,000 - for each and for the four equal to $300,000, which went aSTAN DARD TRUST in as contra account with what the company owed them CLAM. for the railway as part of the contra account, or out of the brateinent of Facts. total value of $648,000, this sum of $300,000 being de- ducted from the $648,000, left a balance due to the four of the sum of $87,000 each, or a total of $348,000. " The whole of the transaction was recorded in the .books of the company. In the minute book, stock ledger, the ledger and the journal, each member being credited in the books of the company with the sum of $87,000. " One of the members of the Syndicate, J. M. Fortier, received a further acknowledgment of that indebtedness by the South Shore Railway Company to him of the sum of $87,000 in the form of a note dated also of the 2nd December, 1895, the same date as the agreement, and when Fortier sold his interest to Beauchemin the note was in the bank (this note is not filed, but is fully described in E. Wing's evidence), from where he withdrew it and gave it to Beauchemin after endorsing it without recourse. This note is now in the possession and is the property of the present claimant, The Standard Trust Company, who, from the transfer of the Syndicate's rights, stands absolutely in the same position, having the same rights as their transferors had and in whose hands the note was a negotiable paper taken in due course. "The giving of that note to Fortier goes further to show the intention of the company of carrying out the
VOL. XII.] EXCHEQUER COURT REPORTS. 139 contract entered into and to pay these people each the 1908 sum of $87,000. THE MINISTER OF The journal entry of the arrangement reads as follows : RAILWAYS " JOURNAL, Page 141." AND CANALS V. FOLIO THE QUEBEC Rolling Stock. 337 $58,906 39 SOUTHERN RWAY. CO. Stations and Buildings 397 15,250 00 AND THE . Roadbed, Track and Sidin a g 397 570 000 00 SOUTH SHORE RWAY. Co. Tools and Machinery 69 3,843 61 STANDARD Hon. L. Tourville . 411 $162,000 00 TRUST CLAIM. H. Beauchemin ..... 411 162,000 00 J. M. Fortier.. 403 162,000 00 sô Nâ t t Joel Leduc 402 162,000 00 $648,000 00 $648,000 00 Hon. L. Tourville.... 411 $75,000 00 H. Beauchemin... 411 75,000 00 J. M Fortier... 403 75,000 00 Joel Leduc 402 75,000 00 Capital Stock .... 412 — $300,000 00 J. M. Fortier... 403 $87,000 00 Bills Payable 410 $87,000 00 Note dated October 8th at (5) five years from date bearing interest at 6 ô per • annum, payable semi-an- nually ; further informa- tion see motion passed by the Board of Directors, Oc- tober 8th, 1895. " Now this price or value of the road at $618,000 was arrived at in the most ordinary business-like manner. Mr. Lalonde, the Secretary of the company, a gentleman who has been railroading for over 35 years, a person of great experience, and I would say an expert in such
140 EXCHEQUER COURT REPORTS. [VOL. XII. 1908 matters, made, at the request of the four gentlemen in THE question, a full inventory of the road and its rolling MINISTER OF RAILWAYS stock ; taking the value of everything entering into the AND CANALS V. enterprise, the stations, buildings, road bed, track, sidings, THE QUEBEC tools, machinery, etc., etc.. It is unnecessary to go into SOUTHERN the details of this valuation. There were 45 miles of R« _ Y, Co. AND THE railway, together with 12 miles of sidings, making a total S W SH ORE Co o f 57 miles.Placing a value osaf1y,2$ >00 0per mile, STANDARD would alone make the total sum of $684,000. The road TRUST was bonded at $15,000 a mile ; and we must not lose sight cLAIm. of the fact that there wore several important bridges Statement Set 'a withi n the territory travelled by the railway, and furthermore, that in ascertaining the value, Mr. Lalonde says he did not take the franchise into consideration and did not give it a value,—valuing only what was actually tangible. Now this witness asserts that it was his opinion that the $648,000 was but a fair and reasonable price, that it is yet, and has proved to be since. " Both Mr. Fortier and Judge Choquet confirm Mr. Lalonde in the valuation. These three gentlemen are called and heard as witnesses on behalf of the contesting parties and their testimony remains uncontroverted. There is no other evidence on the subject, and it is • adduced by the very parties who contest it. Judge Choquet goes still further on this question of value. After stating that the 3648,000 was a fair value at the time of the sale, he is asked by the referee : " Do you go beyond that, Judge, and say that you thought is was the actual cost of the road ?—A. It was not the actual cost. It would have cost that probably to build a road like that ; it has cost a great deal more than that : it has cost over a million." " Now, in face of this uncontroverted evidence adduced by the contesting parties, it is unnecessary to go into the full detailq of the several amounts and items going to make up these $648,000.
VOL. XII.] . EXCHEQUER COURT REPORTS. "Therefore, the undersigned finds in face of this over whelming evidence that the price of $648,000 is a fair and reasonable price. " Then Judge (ihoquet, the solicitor of the syndicate, AND vArALS tells us, at p. 179 of his evidence, how the matter was adjusted and the settlement arrived at: • The value of ' the road was then fixed at $648,000 It was an estimate. There was at the time over 45 miles of road (45 of road and 12 of sidings), engines, stations, side tracks, etc. ` and they made an estimate of exactly how mûch it had cost; it was about the cost price, and they made it at $tî48,000, which represented the cost price of the Mon- s ' treal and Sorel Railway as this was the property of the ` Syndicate,—that is, it was bought by the Syndicate. I advised them to subscribe $300,000 of stock of the South Shore Railway Company, which they did. They signed for $300,000 equally divided between themselves,• ` I understood that they were owners each of Montreal and Sire' Railway, which they estimated at $648,000, I said, deduct the $800,000 from the $648,000, leaving a balance of $348,000 for which they were ` creditoçs. That was the idea I had and that they had also, and it was carried out in that way.' "The railway was practically their own after they had bought the bonds. It was legally their own at the date of the sale on the 1st June, 1894, having bought with their own money without any mandate from anybody, and it remained their own when they passed it over .to a company, which was still themselves and which, under the Railway Act, they had to organize and which they organized for the purpose of operating it. The railway belonged to the Syndicate up to the time it was sold in 1901 to the Standard Trust Company for about $458, 550.37, following, as witness Fortier business depression between 1896 and 1901. Now, in November, 1905, this railway was, at a forced sale by the 141 - 1908 THE MINISTER OE RAILWAYS T H Q E c SOUTHERN R AND THE• SRwy. f C r? o E STANDARD TRUST CLAIM. ot me i Fa iL .t and as I of the says, a period of
142 EXCHEQUER COURT REPORTS. [VOL. XII. 19OS Court, sold for about $503,000, after having materially THE deteriorated under Hodge's management (as stated by MINISTER OF RAILWAYS witness Lalonde) who operated it without either keeping AND CANALS v. it in repair or improving it. True, some necessary repairs THE QUEBEC and improvements were made during the Receivership, SOUTHERN but what was clone was only what was absolutely neces- R wAY. Co. AND THE sary to operate the road, which, at the date of the SOUTH SHORE Cu. a P pp p ointment of the Receiver, had been found in a most dilapidated state. sTA.HARD TRUST " The agreement between the Syndicate and the South CLAIM, Shore Railway Company, and bearing date the 2nd Statement of Facts. December, 1895, which has already been mentioned, is filed as exhibit No. 11 and is confirmed by and embodied in a resolution of the South Shore Railway Company o f the 7th December, . 1895. The agreement reads as follows, viz.:— 'This agreement made between the Hon. Louis Tour-ville, manufacturer; Joel Leduc, gentleman ; Joseph M. Fortier, manufacturer, all of the City of Montreal, and Hyacinthe Beau chemin, of the City of Sorel, contractor, hereinafter called the parties of the first part, and the South Shore Railway Company, a body politic .and corporate, having its chief place of business in the said City of Montreal, hereinafter called the party of the second part, and duly represented by Edouard C. Lalonde, its Secretary, duly authorized, WITNESSETH : ' That whereas the parties of the first part as hypothe-cary creditors and bondholders of the Montreal and Sorel Railway Company were the real owners of the Montreal and Sorel Railway now owned and operated by the party of the second part; " Whereas said Montreal & Sorel Railway was bought at a Sheriff's sale by the Hon. Louis Tourville for the benefit of the party of the first part, and that the title was transferred to South Shore Railway Company with the
VOL. XII EXCHEQUER COURT REPORTS. 143 understanding that the purchase price`_would be agreed 1908 at a later period ; THE MINISTER OF Whereas the purchase price or value of the said RAILWAYS Montreal & Sorel Railway, including the rolling stock now AND CANALS V. used and in possession of the party of the second part, @II E was agreed to and fixed at the sum of six hundred and SOUTHERN RWAY. CO. forty-eight thousand dollars, out of which an amount of AND THE , three thousand dollars, was credited as payment of the S Rw S CoH capital stock subscribed by the party of the first part, STANAARD leaving a balance of three hundred and forty-eight TRUST CLAIM. . thousand dollars due by the party of the second part to State the party of the first part, with interest and hereinafter of Fac ia° mentioned; The South Shore * Railway Company, party of the second part, does hereby acknowledge to owe and to be indebted to the said party of the first part into the sum of three hundred and forty-eight thousand dollars, one fourth of which is due to each of them as follows : To Hon. Louis Tourville, eighty-seven thousand dollars ; To J. Leduc, eighty-seven thousand dollars; To J. M. Fortier, eighty-seven thousand dollars ; To II. Beauchemin, eighty-seven thousand dollars ; With interest at six per cent. per annum from the first of July last, payable half-yearly on the first days of Jan- uary and July, and arrears of interest to be added to the capital and to bear interest as capital, first payment of interest to become due on the first of January next (1896). It is agreed that the said sum of $87,000.00 shall be paid by the party of second part to each of the parties of the first part, or their representatives, out of the proceeds of the bonds to be issued by the South Shore Railway Company within five years from this date, or otherwise, at an earlier period at the option of the party of the second part, with interest as above mentioned. It is also agreed that the said party of the first part and each of them, or their representatives, shall not claim
144 EXCHEQUER COURT REPORTS. [VOL. XIL 1908 and shall not be entitled to claim their money before the THE expiration of the delay of five years just above mentioned. MINISTER OF RAILWAYS ̀ Passed and dated at Montreal this second day of De- AND CANALS cember, 1895. THE. (Signed) THE SOUTH SHORE RAILWAY COMPANY, QUEBEC SOUTHERN ED. C. LALONDE, Secretary of the South Shore RWAY. Co. AND THE Railway Company. SOUTH SHORE m RWAY. Co. L. 1 OURVYLLE , STANDARD H. BEAUCHRMIN, TRrST J. M. FORTIER ' , J. LEDUC. Statement of Facts. (Signed) F. X. CROQUET, Witness' " Now, from all the circumstances above stated, it obviously appears that the raison d'être of the Syndicate from its very inception was to operate the road and to acquire it. They improved the road very materially, operated it, bought bonds with their own money, formed a company to take over the enterprise, as they were bound to do, bought the railway with their own money, without issuing any prospectus and calling for outside money. "When they bought the road there was clearly no obligation upon the Syndicate to sell it to the South Shore Railway Company more than to anybody else, or to sell it at all, and for all that they might just as well have sold it to the Grand Trunk or the Canadian Pacific Railway Company as to the South Shore Railway Company. No more obligation to sell it to one than to the other, as there existed no mandate. When Tourville bought for the Syndicate he clearly had no mandate from the South Shore Railway Company, and was not acting in a fiduciary capacity for that company. If any mandate he had it was clearly from the Syndicate and nobody else, and he bought to protect himself and the members of the Syndicate. However, they had under the Railway Act to pass it over to a company for operation.
`
VOL. XII.] EXCHEQUER COURT REPORTS::. " There is nothing at common law " says Sedgewick,. J., (Hood y. Eden, 36 Can. S.C.R. 484) "to prevent two, • mercantile,establishments carrying on two separate busi- ` .nesses, uniting for the purpose- of forming `.nership, each association contributing as its share of the.' `capital of the new partnership whatever, property ' it •. s possesses. And in the absence of bad faith or fraud ` there is nothing to prevent the members of the new `'partnership from allôting, as among themselves, the ` share of the capital with. which each member, of the ` partnership may afterwards be credited, even although ' ` the amount so allotted to him may be from a purely. "monetary point of view largely in excess of its market value.' " Of course in this case it appears that the amount of $618,000 was not in excess of the market value, but the . authority is cited merely to show that when the amount is in excess of the market value, the parties are still at liberty to re-organize in the manner therein set forth. There were here no creditors, no. one 'but the Syndicate interested. " There was full disclosure of all the transaction to everyone having any interest. No one had any right to complain, no one did : complain. The contract was ratified, adopted and confirmed by the company which took the benefit of it, operated it, sold it 'and it has now passed into other hands. It is a question unnecessary 'to discuss as to whether the contracting parties have, under Arts. 1031, 1039 and 2258 of the Civil Code, any right or interest upon this contestation as they.' are posterior creditors whose rights would be prescribed. "Bearing' now in mind the well established ..fact that the four gentlemen forming the Syndicate bought the railway in question with their own money, improved it, formed a company, as was called for by the Act, reorganized their business under the name of the new com- 10 145'. 1908 TILE OB' MI RAILWAYS A new part- AND CANALS ou s E0 OUTHERN R EPAY . TIICEo AND S Rwn Cô STANDARD /T UST CryRLAIM. statement of Facts.
146 EXCHEQUER COURT REPORTS. [VOL XII. 1908 pany, under the name of the South Shore Railway Corn- THE pany, always owned the railway as well before as after MINISTER OF RAILWAYS the sale and the formation of the South Shore Railway AND CANALS V. Company, that this company, which was themselves, THE never furnished any funds to them, nor did it give them QUEBEC SOUTHERN any authority or mandate to buy the railway, let us ex- RWAY. Co. AND THE amine the jurisprudence bearing upon the subject. SOUTH SHORE RWAY. Co. (Cites Burland y Earle (1). " CIearly, this case of .Burland Y. Earle sets down the STANDARD TRUST principle which must guide us in arriving at a decision CLAIM. upon the present issues. Repeating what has already been Statement of Fac said, the company was organized long after the Syndicate agreement was entered into, if that has anything to do with it. These four gentlemen were shareholders and directors of the company from tha days of its incorporation and could not in any way be called promoters, they were always proprietors of the enterprise as well before as after the formation of the company who could not give them any mandate or authority, as it would mean giving a mandate and authority to themselves. Then they brought and used their own money in the whole transaction, the company never supplying any funds. They had, undoubtedly, the power to buy a property with the object of transferring it to a company which they intended to organize, and actually did organize. There is certainly no impropriety in this. " The present case comes within the four corners of the Burland case. Burland had no mandate, but he was a director, that is all. Burland occupied the position Tour-ville occupies here. He was a creditor. Tourville was a creditor. He was a director of the company. Tourville was also a director. The lower courts in that case said that as Burland had bought the property with the intention of selling it to a new company that he must pay the profits ; but that was set aside by -His Majesty's Privy (1) [1902] A. C. 93.
VOL. XII.1 EXCHEQUER COURT REPORTS. Council, and yet in that case he did not own all the stock as the Syndicate did in the present. No rescission of contract is here possible, but what is asked is to force on the vendors a contract to sell at another price. "A number of authorities have been cited. Most of the leading ones are discussed in the Burland case and actually go to support the view taken by the undersigned upon the present contestation, arriving at the conclusion (I) that the price of $648,000 was fair and reasonable ; (2) That as the four members of the Syndicate were proprie- tors of the new company which K as still themselves, and as they bought with their own money and not with money oY supplied by the company, no fiduciary relation existed between themselves and the company and no mandate could possibly have ever existed. The parties admitted at the argument that the claimants should succeed for the $52,994.84 mentioned in the Provisional Report and as' above set forth. "The contestation of the Bank of St. the Attorney-General are accordingly hereby dismissed with costs." September 23rd, 24th and 80th, 1908. The questions arising on the appeals were now argued at Montreal. A. Geoffrion, K.C., for the Attorney-General of Canada. F. L. Beique, K. C, and E. Lafleur, K.C., Bank of St. Hyacinthe. J. E. Marlin, K.C., and S. Beaudin, K. C., Standard Trust Company. G. A. Campbell, for H. A. Bodge. A. Geoffrion, K.C., on behalf of the Attorney-General for Canada, contended that the Standard Trust Company was estopped from recovering the amount of its claim by 1036 147 1908 THE 'N1 NIS T EROF R1AILWAYS * * * * AND CANALS V. T E SE SOUTHERN RWAY. CO. AND THE 8 gvTAS CO E STANDARD TRUST AM Argument Counsel, Hyacinthe and of for the for the
148 EXCHEQUER COURT REPORTS. [VOL. XII. 1908 the effect of clauses 6 and 7 of the deed of amalgamation, THE notwithstanding sec. 4 of the Statute of 1905. Neither MINISTER OF RAILWAYS the Trust Company nor its predecessors in title could re-AND CANALS v. ceive a profit on the transfer of the railway, but must THE QUEBEC account to the com P pa n y y for the whole amount of the SOUTHERN moneys received. (Cites Gluckstein v. Barnes (1) ; in re RwAy. Co. AND THE Olympia, Limited, (2) ; Erlanger v. New Sombrero Phos- SOUTH SHORE RWAy. Co. phate Co. (3) . F. L. Beique, K. C., for the Bank of St. Hyacinthe, STANDARD TRUST contended that there was a clear estoppel upon the facts CLAIM. — of the case against the claim of the Trust Company. (He Argument of counsel, cited Arts. 1,508 and 2,048 C. C. P. Q.) E. Lafleur, K. a, followed for the Bank of St. Hya-cinthe, arguing that while the fair meaning of sec. 4 of the Act of 1905 was that no claim of any creditor should be prejudiced by the merger, it did not relieve anyone of the effect of his contacts or any estoppel that might arise out of his conduct. The statute did not operate to revive any claim that was extinct or barred before its passage. (Cites Great North-West Central Ry. Co. y. Charlebois (4). J. E. Martin, K.C., for the Standard Trust Company, contended that the members of the syndicate were never, in any way, trustees of the old road because they had recovered judgment against the road in their individual capacity. It is impossible to raise an estoppel upon such a state of facts. (Cites 60 Viet. (P.Q.) c. 10 ; Hood v. Eden (5) ; McCracken v. Robison (6). Our property cannot be taken away except upon consideration. There is no waiver by any shareholder of his claim or rights. Such an issue was not raised in the pleadings; if it had been we would have been ready with evidence to meet it. The amalgation was never perfected, nor did it receive the sanction of Parliament. The deed of 24th (1) [1900] A. C. 240. (4) [1899] A. C. 114 at p. 126. (2) 16 T. L. R. 564. (5) 36 S. C. R. 476 at pp. 484 et seq. (3) 3 App. Cas. 1,218 at p. 1,235. (6) 57 Fed. Rep. 375.
VOL. XII.] EXCHEQUER COURT REPORTS. 149 January, 1902, was between the two railways and not 1908 between the shareholders ; it could not be treated as a THE MINISTER OF waiver by the latter of any of their rights. The claim RAILWAY S of the shareholders was never paid or discharged under AND CANALS the covenants of the deeds of the 16th October, 1900, and THE QUEBEC 24th January, 1902. Every right we had was revived SOUTHERN RWAY. Co. by the Act of Parliament. AND THE S. Beaudin, K C., followed for the Standard Trust Cora- SR`TH SHOREE AY. pany, contending that the question raised by the bank at S TANDARD the last moment was one of fact, and not of law, and TRUST CLAIM. should have been raised by the pleadings. Evidence Argument could have been adduced to show that the amalgamation of Counsel. was in fact never effected. The grounds of the contes- tation before the Referee admitted our claim. There was no waiver or abandonment. Not having raised the issue in the pleadings it cannot be raised now. It should have been threshed out before the Referee. The Act of 1905 expressly states that it was for the purpose of selling the South Shore Railway. The South Shore Railway is treated there as in existence as a separate entity, to be separately sold. The syndicate was bound to form a company to operate the railway. Moreover, by the order of the court appointing a Receiver, directions were given to keep a separate account respecting each rail- way. (Cites Arts. 1039, 1040, and 2258 C. C. P. Q.) The bank cannot contest our claim because it existed before the bank became a creditor of the road. A. Geoffrion, K. C., in reply, argued that the Crown had a status to contest the claim of the Standard Trust Company because the proceedings here are in the nature of a winding-up. Hence Arts. 1039 and 1040 C. C. P. Q. do not apply. (Cites Gluekstein v. Barnes (1). The question is not only one of estoppel but of release. The Trust Company stands in the place of Myers who signed the deed of agreement. • • (1) [1900] A. C. at p. 256.
150 EXCHEQUER COURT REPORTS. [VOL XII 1908 The Trust Company cannot invoke the irregularities THE of the amalgamation authorized by Myers. MINISTER OF RAILWAYS Mr. Martin, KC., cited In re Lady Forrest (Murchison) AND CANALS V. Gold Mine, Ltd. (1) ; Chappelle v. The King (2). THE G. A. Campbell, in support of the appeal of H. A. Q,UEB EC SOUTHERN Hodge, contended that there should have been a resolu- RWAY. CO. AND THE ton of the shareholders ratifying the transfer of the pro- SRO W UT A H SHORE R~vAY. Co. p ert y t o the Standard Trust Comp P a ny. STANDARD TRUST CASSELS, J. now (October 31st, 1908,) delivered judg- CLAIM. ---- ment. Reasons for Judg ment APPEALS of the BANK OF ST. IIYACINTHE and the ATTOR- NEY-GENERAL, and of Hodge against allowance of claim of the STANDARD TRUST CO. of New York. The grounds for the contestation, and the facts relating to the claim are fully set out in the report of the Referee at page 101 and the following pages. There is practically no objection to his findings of fact except as to the capacity of the witness Lalonde to value the assets of the railway. All the arguments against his valuation are mere inferences drawn from previous and subsequent sales. Everything connected with the transaction was carried out in good faith. I think the Referee came to the only conclusion open to him on the evidence adduced. I think his conclusion as to the legal result of the transaction is correct. The chief authorities relating to sales by promoters are set out in his reasons for judgment. A question bas been raised before me not raised before the Referee, namely, that by the documents of 16th Octo-ber, 1901, and 24th January, 1902, there was a release of the claims. The validity of the amalgamation between the Quebec Southern and the South Shore Railways has been questioned. It is certainly a question of grave doubt whether (1) [1901] 1 Oh. 582. (2) [1904] A. C. 157.
VOL XII.] EXCHEQUER COURT REPORTS. or not an amalgamation ever took place. The petitioner in this case had grave •doubts otherwise the South Shore Railway would not have been parties to this proceeding. The question being one of doubt and certain shareholders of the South Shore claiming that no legal amalgamation had taken place, Parliament solved the riddle by the statute enacted in 1905, cap. 158 4-5 Edw. VII. I have copied the preamble and section 4 in the previous judg- ment. (See ante pp. 40, 41.) • It will be noticed that section 4 of the statute does not declare the amalgamation void, and if in point of fact the amalgamation was valid intervening rights would be protected. But I think the effect of the statute is that while intervening rights may be protected all claims validly existing against the South Shore Railway are protected notwithstanding the amalgamation. The South Shore is to be sold separately, which could hardly be done if for all purposes there was an effective amalgamation. In the case in question the terms of the agreements of 16th October, 1901, and 24th June, 1902, were not carried out. It would be a hardship on the Standard Trust Company if their claim be defeated on a technicality. I think Parliament lias protected them, and that the appeals should be dismissed with costs. Judgment accordingly. Solicitor for plaintiff: A. Geo/frion. Solicitors for defendants : Greenshields,' Greenshields & Solicitors for Bank of St. Hyacinthe Solicitor for the Standard Trust Company : Solicitor for H. A. Hodge ; G. A. Campbell. 151 1908 THE MINISTER •OF RAILWAYS AND C ANALS QUEBEC SOUTHERN RWAY. Co. AND THE SRu AYS co E STANDARD TRUST CLAIM. Reas ons for Jud gment. Heneker. : Beique, Turgeon & Beique. J. E. Marlin,
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.