and the expenses (c) of such application may be defrayed as other Section 144. expenses of the said board: [Provided always, that before the Metropolitan Board of Works commences any such works the estimated expense whereof shall exceed fifty thousand pounds, the plan of such works, together with an estimate of the cost of carrying the same into execution, shall be submitted by such board to the Commissioners of Her Majesty's Works and Public Buildings; and no such plan shall be carried into effect until the same has been (c) The provisions contained in this and the 10th section of 19 & 20 Vict. c. 112, confer express power upon the metropolitan board to make applications to Parliament directed to the object of obtaining further powers for the objects specified; and the special Acts for improvements promoted by the board generally contain a provision for payment of the expenses of obtaining them as the costs or expenses incurred in the execution of the Metropolis Management Acts. The general principles applicable to the law relating to the payment of expenses of Parliamentary proceedings by corporations, local authorities, and other publie bodies may be deduced from the following decisions :— It was held in Bateman v. Mayor of Ashton-under-Lyne, 3 H. & N. 323 ; 27 L. J. Ex. 458, BRAMWELL dissentiente, that a company incorporated for supplying a district with water might lawfully apply to Parliament for an extension of their powers, and contract for the supply of plans and estimates essential to the application. But commissioners under a local Act were held not entitled to defray out of their funds the expenses of obtaining another Act giving more extensive powers; Attorney-General v. Andrews, 2 McN. and Gordon, 225. Commissioners of sewers may legally incur expenses in endeavouring to procure the rejection or modification of a bill in Parliament for carrying out drainage likely to be injurious to their level, as litigation, &c., arising out of their duties within section 16 of 3 & 4 Will. 4, c. 22; R. v. Commissioners of Sewers of Norfolk, 15 Q. B. 549. And commissioners for maintaining the banks of a river were held entitled to oppose a bill in Parliament, the provisions of which they had grounds for believing would be injurious to the lands under their superintendence; Bright v. North, 2 Ph. 216. And in an information to restrain a municipal corporation from applying the borough fund or raising a rate for the purpose of opposing a bill in Parliament, the object of which was to interfere with the sewage and drainage of the town, it was held not a suit in which success was sufficiently probable to entitle the relator to an interlocutory injunction; AttorneyGeneral v. Mayor of Wigan, 5 D. M. & G. 52. A municipal corporation has a right under section 92 of the Municipal Corporations Act, or by the general law applicable to trustees, to defray out of the borough funds or rates the expenses of opposing a bill in Parliament either attacking their existence as a corporation, their property, or only their rights, powers, and privileges; Attorney-General v. Mayor of Brecon, 10 Ch. D. 204; and as to what expenses incurred by a municipal corporation in opposing a bill in Parliament were held not to be expenses necessarily incurred in carrying into effect the provisions of the Municipal Corporation Act within section 92 of the Act, refer to R. v. Mayor of Sheffield, L. R. 6 Q. B. 652. A railway company incorporated by statute cannot, even with the approval of the shareholders, promote a bill in Parliament involving an application of its funds to purposes foreign from those for which it was incorporated; East Anglian Railway Co. v. Eastern Counties Railway Co., 21 L. J. C. P. 23. See the case of an injunction restraining improvement commissioners from applying moneys produced by rates to the promotion of a bill in Parliament for an extension of their district; Attorney-General v. West Hartlepool Improvement Commissioners, L. R. 10 Eq. 152; and refusal of injunction to restrain application for private Acts; Steele v. Section 144. approved by such commissioners; and no such works shall be commenced in cases where the estimated expense thereof shall exceed the sum of one hundred thousand pounds without the previous sanction of Parliament.(a) Powers of metropolitan commissioners of sewers to cease.(b) Determination of Metropolitan Commission of Sewers. 145. From and after the commencement of this Act all duties, powers, and authorities vested in the metropolitan commissioners of sewers shall cease to be so vested; and in the meantime, and until such commencement, the metropolitan commission of sewers, and the Metropolitan Railway Co. L. R. 2 Ch. 237; re London, Chatham and On the 18th July, 1879, an application was made to the Chancery division The Master of the Rolls was of opinion that it was established law, that when funds were entrusted by Parliament to a public body for a definite purpose that body might be restrained from diverting such funds for other purposes; it was also established that when such definite purpose was the execution of any particular work, as drainage, the public body was not entitled to use the funds entrusted to them for another purpose which was only auxiliary or incidental to the specific purpose. He said the defendants had no right to apply to Parliament without the consent of the Local Government Board, and he granted an injunction to restrain them from applying their common fund, or obtaining any other fund for the purpose of promoting the bill in question, or paying any expenses incurred in relation thereto. See further as to costs of applications to Parliament by public bodies and payment of costs of legal proceedings out of rates, &c., Roberts v. Mayor of Sheffield, L. R. 6 Q. B. 652; Attorney-General v. West Hartlepool Improvement Commissioners, L. R. 10 Eq. 152; Wilmer v. Mayor of Liverpool, 41 L. J. Q. B. 175; Attorney-General v. Pearson, 10 Jur. 651; R. v. Mayor of Warwick, 15 L. J. Q. B. 306; R. v. Mayor of Tamworth, 19 L. T. (N.S.) 433. (a) This proviso is repealed by 21 & 22 Vict. c. 104, s. 25, post, and the approval of the commissioners of works and previous sanction of Parliament in the cases specified are no longer necessary. (b) The Acts relating to the metropolitan commissioners of sewers were the Metropolitan Sewers Act, 1848, 11 & 12 Vict. c. 112, and the continuing and amending Acts, 12 & 13 Vict. c. 93, 14 & 15 Vict. c. 75, 15 & 16 Vict. c. 64, 16 & 17 Vict. c. 125, 17 & 18 Vict. c. 111. An Act was also passed Act of the session holden in the eleventh and twelfth years of Her Section 145. Majesty, chapter one hundred and twelve, and the Acts amending the same, shall continue in force. 146. No action, suit, prosecution, or other proceeding whatsoever, commenced or carried on by or against the said commissioners, shall abate or be discontinued or prejudicially affected by the determination of the powers of such commissioners, but shall continue and take effect in favour of or against the Metropolitan Board of Works in the same manner in all respects as the same would have continued and taken effect in relation to the said commissioners if this Act had not been passed, and the powers of the said commissioners had continued in full force; and all decrees and orders made, and all fines, amerciaments, and penalties imposed and incurred, respectively, previously to the commencement of this Act, shall and may be enforced, levied, recovered, and proceeded for, and all administrative proceedings commenced previously to the commencement of this Act shall and may be continued, proceeded with, and completed, the Metropolitan Board of Works being, in reference to the matters aforesaid, in all respects substituted in the place of the said commissioners. Actions, &c., not to abate, but to continue for or against Metropolitan Board of Works. 147. All rates made by the said commissioners previously to the Rates made by commencement of this Act, or so much thereof as may not have been metropolitan levied and paid, shall be levied by and paid to the Metropolitan commissioners Board of Works, and such board shall have the same rights and of sewers to be remedies in all respects in relation thereto as would have been had recoverable and might have been exercised by the said commissioners; but all under this such rates respectively shall, so far as circumstances admit, be Act.(c) in 1855, 18 Vict. c. 30, giving certain special powers in relation to expendi ture on house drainage. All have now expired. The first of the above-named Acts incorporated 23 Hen. 8, c. 5, with certain exceptions, but none of those provisions are incorporated with the present Act, but the powers of the board and vestries constituted by it are contained in substantive enactments. The 182nd section, however, preserves to the metropolitan board the powers conferred by the first of the above Acts in relation to improvement rates. The limits of the metropolitan sewers commission very materially differed from those of the metropolis, as defined by the present Act. See, as to the latter, interpretation of the word "metropolis," section 225. The metropolitan commission of sewers, which was issued under the power contained in the 1st section of 11 & 12 Vict. c. 112, included the limits of the commissions commonly known as those of Westminster and part of Middlesex, the Holborn and Finsbury, the Poplar and Blackwall, the Tower Hamlets, Saint Katherine's, the Surrey and Kent, and the Greenwich. The first metropolitan commission, issued in January, 1849, included within it, under a provision contained in the 1st section of 11 & 12 Vict. c. 112, the parts subject to the jurisdiction of the commissioners acting under 5 Geo. 4, c. 100, the Regent's Park, Regent Street, &c., issued in October, 1849, and the second added to its other districts the parish of Chiswick. Those commissioners did not deal with the whole of the area comprised within the forgoing limits, but confined the exercise of their power to what was designated their "active jurisdiction," which was divided into districts and levels, in conformity with the 34th and 35th sections of the Act of 1848. (c) See action brought by the metropolitan board to recover arrears of rates due to the metropolitan commissioners of sewers, Metropolitan Board of Works v. Vauxhall Bridge Co., 26 L. J. Q. B. 253, and observations in note to section 161. Section 147. applied to the same purposes as the same would have been applicable to in case the powers of the said commissioners had continued in force, and shall for the purposes of such application (where the circumstances so require) be paid over by the Metropolitan Board of Works, or by their order, to the vestry or district board having the management of the sewers in any parish or district under this Act, or as such vestry or board may direct. Property vested in metropolitan commissioners of sewers (except sewers transferred to vestries and district boards) transferred to the Metropolitan Board of Works. Power to boards and 148. All property, matters, and things whatsoever vested in the metropolitan commissioners of sewers, except such sewers as are hereby vested in any vestry or district board, and except such sewers as are not within the limits of the parishes and places mentioned in the schedule to this Act, shall be vested in the Metropolitan Board of Works; and all persons who then owe any money to the said commissioners of sewers, or to any person on behalf of such commissioners, shall pay the same to the Metropolitan Board of Works, or as they may direct; and all moneys then due and owing by or recoverable from the said commissioners shall be paid by or recoverable from the Metropolitan Board of Works; and all contracts, agreements, bonds, covenants, and securities(a) theretofore made or entered into with or in favour of or by the said commissioners, and all contracts, agreements, bonds, covenants, and securities made or entered with or in favour of or by any former or other commissioners, which under the said Act of the eleventh and twelfth years of Her Majesty were to take effect in favour of, against, and with reference to the said metropolitan commissioners of sewers, and are now in force, shall take effect and may be proceeded on and enforced, as near as circumstances admit, in favour of, by, against, and with reference to the Metropoliton Board of Works, as the same would have taken effect and might have been proceeded on and enforced in favour of, by, against, and with reference to the said metropolitan commissioners of sewers if this Act had not been passed, and the powers of such commissioners had continued in full force,(b) and any retiring pension or allowance granted under section twentyseven of the said Act of the eleventh and twelfth years of Her Majesty shall continue payable on the like terms by the said Metropolitan Board of Works. (c) Auxiliary Powers common to the Metropolitan Board of Works and to 149. The Metropolitan Board of Works, and every district board and vestry, may enter into all such contracts as they may think (a) See special provision for payment of mortgages, &c., of metropolitan board, section 181, post. (b) The metropolitan board were held liable to pay compensation for damage from sewerage works executed under the metropolitan commis sions of sewers, though no claim was made during the existence of those commissions or till several years afterwards; re Arbitration of Pettiward v. Metropolitan Board of Works, 34 L. J. C. P. 301. (c) The provision referred to authorised the commissioners to order the payment of the pension or allowance on such terms and out of such funds under their disposal as they thought fit. See 213th section of the present Act, as to retiring pensions to officers of metropolitan commissioners not continued in office by metropolitan board, &c., and the Superannuation Allowances to officers of Boards and Vestries Act, 1866, post, appendix, empowering the metropolitan and district boards and vestries to award compensation to officers. 18 & 19 VICT. c. 102, s. 149. necessary for carrying this Act into execution; and every such contract for works(d) or materials whereof the value or amount exceeds 101. shall be in writing or print, or partly in writing and partly in print, sealed with the seal of the board or vestry; and every contract so entered into, and duly executed by the other parties thereto, shall be binding on the board or vestry and their successors, and upon all (d) Under the 85th section of the repealed statute 11 & 12 Vict. c. 63 (Public Health Act, 1848), in which the language was very similar to that used in the present provision, it was decided that the section was not merely directory but created a condition, and that a contract by a local board by resolution not under seal was void; Frend v. Dennett, 27 L. J. C. P.314; 4 Jur. (N.S.) 897; 23 J. P. 56. The general rule is, that all contracts by a corporation must be under their common seal, subject to certain exceptions in the case of contracts of a comparatively unimportant character, such as hiring a cook or appointing a bailiff. Further exceptions to the rule have been introduced in the case of contracts by trading corporations for carrying on their trade, for works or services incidental and necessary to the purposes of the corporation, contracts which from their nature cannot be under seal, contracts of urgency, &c. See South of Ireland Colliery Company v. Waddle, L. R. 4 C. P. 617, and Reuter v. Electric Telegraph Company, 26 L. J. Q. B. 46. It is, however, difficult to apply those rules with certainty, nor is it quite practicable to reconcile the decisions of the courts upon the subject. Most of the authorities were reviewed in the following cases:-Mayor of Ludlow v. Charlton, 6 M. & W. 815; Smart v. West Ham Union, 24 L. J. Ex. 201; and see cases in Equity, Kirk v. Bromley Union, 2 Ph. 640; and Crampton v. Varna Railway Company, L. R. 7 Ch. 562; Paine v. Strand Union, 8 Q. B. 326; Homersham v. Wolverhampton Water Works Company, 6 Ex. 137; Kirk v. Bromley Union, 12 Jur. 85; Lamprell v. Guardians of Billericay, 18 L. J. Ex. 282; London Dock Company v. Sinnott, 8 Ell. & B. 347. Those authorities show that by the absence of a seal a contract is invalidated. See also Ernest v. Nicholls, 6 H. L. Ca. 40; Austin v. Guardians of Bethnal Green, L. R. 9 C. P. 91; and Mayor of Kidderminster v. Hardwick, L. R. 9 Ex. 13. In the following cases the contracts were held binding, notwithstanding they were not under seal; Sanders v. Guardians of St. Neot's Union, 8 Q. B. 810; Clarke v. Guardians of Cuckfield Union, 21 L. J. Q. B. 349; Haigh v. Guardians of North Brierley Union, 28 L. J. Q. B. 62; Nicholson v. Bradfield Union, L. R. 1 Q. B. 620; South of Ireland Colliery Company v. Waddle, supra; Wells v. Mayor of Kingston-upon-Hull, L. R. 10 C. P. 402; and Goodyear v. Mayor of Weymouth, 35 L. J. C. P. 12. Where the defendants, a local board of health and urban authority under the Public Health Act, 1875, verbally directed their surveyor to employ plaintiff to prepare plans for new offices, and the plans were prepared and approved by the defendant, but there was no contract under seal, nor any ratification under seal of the acts of the surveyor, nor any resolution of the board authorising the preparation of the plans, the contract could not be enforced; Hunt v. Wimbledon Local Board of Health, 4 C. P. D. 48; 48 L. J. C. P. 207; 27 W. R. 123; 43 J. P. 284; and see Young v. Leamington (Mayor of), 8 App. Cas. 517; 52 L. J. Q. B. 713; 31 W. R. 925; 47 J. P. 660. Where a local board entered into a contract for works not under seal, but without obtaining an estimate from their surveyor, as required by the 85th section of the Public Health Act, 1875, it was decided that the provision was only directory, and the contract binding; Nowell v. Mayor of Worcester, 9 Ex. 457; and see Cunningham v. Local Board of Health of Wolverhampton, 7 Ell. & Bl. 107; 21 J. P. 262; Worthington v. Sudlow, 2 B. & S. 508; 6 L. T. (N.S.) 283. A municipal corporation held not liable for the costs of opposing a bill in Parliament, where the solicitor's retainer was not under seal; Sutton v. Spectacle Makers' Company, 3 Cox Mag. Ca. 28. Section 149. vestries to enter into execution. |