30 & 31 VICT. Cap. 80. or trustees of police, as the case may be, in the roll or book of assessment of such burgh, town, or populous place made up in terms of the Acts of the thirteenth and fourteenth Victoria, chapter thirty-three, or of the twenty-fifth and twenty-sixth Victoria, chapter one hundred and one, or of the local Act in force in such burgh, town, or populous place; and such valuation shall be authenticated by the signature of such town clerk or clerk of the commissioners or trustees of police, as the case may be, and shall be thenceforward deemed and taken to be a part of such roll or book of assessment of such burgh, town, or populous place, as the case may be. VI. Valuation roll of railways made up by assessor of railways and canals, to be open for inspection, etc.—The valuation roll to be made up by the assessor of railways and canals, while in the hands of such assessor, shall be patent and accessible to all persons having interest therein, and the assessor shall, when required by any such person, exhibit to him a statement showing the principles and calculations on which the valuation of such assessor is founded, without payment of any fee; and pending the consideration of any appeal against the valuation of such assessor, he shall, if required, be bound to lodge the said statement in court six days before such appeal is to be heard. VII. Time for lodging appeals against assessor's entries in valuation roll. -All appeals or complaints against any entry in the valuation rolls made up in terms of the said recited Acts and of this Act, either by the assessors appointed by the commissioners of supply of any county, or by the magistrates of any burgh, or by the assessor of railways and canals, shall, except as after provided, be lodged not later than the tenth day of September in each year, and every such appeal or complaint shall, except as aforesaid, be heard and determined not later than the thirtieth day of September in each year. IX. Liability to assessment not to be altered by this Act.-Nothing contained in this Act shall alter or affect any classification or power of classification, or any deduction or allowances, or power of making deductions or allowances from gross rental or annual value, made or possessed by any body, persons or person, entitled to impose or levy assessments, except that in estimating the amount of such deductions or allowances there shall not be allowed or included therein the proportion of the expenses of maintaining or repairing the permanent way of railways to be allowed by the assessor of railways and canals in terms of section third of this Act; and nothing contained in this section shall affect the value to be inserted in the valuation roll of railways and canals in terms of this Act; and nothing contained in this Act shall exempt from or render liable to assessment any person or property not previously exempt from or liable to assessment. XI. and XII. repealed by 38 & 39 Vict. c. 66. English Act, THE RAILWAY COMPANIES (SCOTLAND) ACT, 1867.— 30 & 31 VICT. CAP. 126. AN ACT TO AMEND THE LAW RELATING TO RAILWAY COMPANIES IN SCOTLAND.[20th August 1867.] Formal words of enactment omitted by 56 Vict. c. 14.1 1 This Act, originally temporary, was extended to 1st Sept. 1870 by 31 & 32 Vict. c. 79, afterwards continued by the Expiring Laws Continuance Acts, and made perpetual by 38 & 39 Vict. c. 31, which is superseded and repealed by The Statute Law Revision Act, 1883, 46 & 47 Vict. c. 39. PRELIMINARY. I. Short title. This Act may be cited as The Railway Companies (Scotland) Act 1867. II. Extent of Act.-Except as in this Act expressly otherwise provided, this Act shall extend to Scotland only. III. Interpretation of terms.—In this Act— The term "company" means a railway company, that is to say, a company constituted by Act of Parliament, or by certificate under Act of Parliament, for the purpose of constructing, maintaining, or working a railway (either alone or in conjunction with any other purpose): The term "decree" includes decree of court (whether in absence or in foro contradictorio) and decree of registration (whether on deeds containing a clause of registration or on registered protests of promissory notes or bills of exchange): The term "share" includes stock : The term "person" includes corporation : The terms "Court of Session " and "court" shall mean either Division of the Court of Session, or in time of vacation the Lord Ordinary officiating on the Bills. 1 See in re East and West India Dock Co. (1888), 38 Ch.D. 576. PROTECTION OF ROLLING STOCK AND PLANT. IV. Restriction on diligence against moveable property of Company: but the person who has obtained decree may obtain appointment of a judicial factor.The engines, tenders, carriages, trucks, machinery, tools, fittings, materials, and effects constituting the rolling stock and plant used or provided by a company for the purposes of the traffic on their railway, or of their stations or workshops, shall not, after their railway or any part thereof is open for public traffic, be liable to be attached by diligence,1 . . . but the person who has obtained any such decree may obtain the appointment of a judicial factor on the undertaking of the company, on application by petition in a summary way to the court, and all money received by such judicial factor shall, after due provision for the working expenses of the railway and other proper outgoings in respect of the undertaking, be applied and distributed, under the direction. of the court, in payment of the debts of the company, and otherwise according to the rights and priorities of the persons for the time being interested therein, and on payment of the amount due to every such person who has obtained decree as aforesaid the court may, if it think fit, discharge such judicial factor.2 1 Words which followed omitted by 56 Vict. c. 14. 2 See Law of Rlys. pp. 817, 818, 821-825. As to As to protection of rolling stock, see G.N.R. v. Tahourdin (1883), 13 Q.B.D. 320; Midland Waggon Co. v. Potteries, Shrewsbury, and North Wales R. C. (1880), 6 Q.B.D. 36, contrasted with in re Birmingham and Lichfield J. R.C. (1881), 18 Ch.D. 155. validity of transactions as to rolling stock, Yorkshire Waggon Co. v. MacLure (1882), 21 Ch.D. 309; re Eastern and Midlands R. C. (1892), 65 L.T. 668. As to "actions on contract," in re Manchester and Milford R. C., L.R. (1897), 1 Ch. 276. As to powers of factor appointed under this section, Haldane v. Girvan and Portpatrick R. C. (1881), 8 R. 669; H. v. G. and P. R.C. (1881), 8 R. 1003; H. v. Rushton (1881), 9 R. 253; H. v. Neilson (1882), 9 R. 854. For construction of "undertaking," re Birmingham and Lichfield R.C. (1881), 18 Ch.D. 155; and contrast as to circumstances in which appointment will be made re Beddgelert, R.C. (1871), 19 W.R. 427, with re Southern R.C. (1880), 5 L.R.I. 165. See also re Manchester 30 & 31 VICT. Cap. 126. [5] [6] [7] [8] [9] [X.] [11] and Milford R. C. (1880), 14 Ch.D. 645, Kingston v. Cowbridge R. C. (1871), 41 L.J. Ch. 152, and re Hull, Barnsley, and West Riding R.C. (1887), 57 L.T. 82. As to effect of appointment on priority of creditors, see in re Mersey R.C. (1888), 37 Ch.D. 610, re West Lancashire R. C. (1890), 63 L.T. 56. As to "working expenses," see in re Eastern and Midlands R.C. (1890), 45 Ch.D. 367; Proffitt v. The Wye R.C. (1891), 64 L.T. 669; G. E. R.C. v. East London R. C. (1881), 44 L.T. 903; in re Cornwall Minerals R. C. (1883), 48 L.T. 41; in re Navan and Kingscourt R.C. (1885), 17 L.R. Ir. 398; in re Mersey R. C. (1895), 64 L.J. Ch. 623. V. Determination of questions respecting diligence.-If in any case where property of a company has been attached by diligence a question arises whether or not it is liable to be so attached notwithstanding this Act, the same may be heard and determined on an application by either party by petition in a summary way to the court, and such determination shall be final and binding. ARRANGEMENTS. VI. Preparation and lodging of scheme of arrangement.-Where a company are unable to meet their engagements with their creditors the directors may prepare a scheme of arrangement between the company and their creditors (with or without provisions for settling and defining any rights of shareholders of the company as among themselves, and for raising, if necessary, additional share and loan capital, or either of them), and may present a petition to the court for the approval and confirmation thereof, and shall along therewith lodge a declaration in writing under the common seal of the company to the effect that the company are unable to meet their engagements with their creditors, and with an affidavit of the truth of such declaration made by the chairman of the board of directors and by the other directors, or the major part in number of them, to the best of their respective judgment and belief. VII. Stay of actions.-After the application shall have been made for the approval of the scheme, the court may, on motion by the company in such application, sist or interdict any action or other proceedings against the company on such terms as the court thinks fit.1 1 As to restraint of proceedings, see in re Cambrian R.C. (1868), 3 L.R. Ch. 278; Robertson v. Wrexham, Mold, etc., R. C. (1868), 17 W.R. 137; in re Bristol and North Somerset R. C. (1868), 6 L. R. Eq. 448; Devas v. East and West India Dock Co. (1889), 58 L.J.Ch. 522; and other cases referred to in Law of Rlys. pp. 829, 830. VIII. Notice in "Edinburgh Gazette."-Notice of the application to the court for the confirmation of the scheme shall be published in the Edinburgh Gazette. IX. Stay of diligence, etc.-After such publication of notice no diligence. against the property of the company shall be available without leave of the court to be obtained on petition in a summary way.1 1 See in re Potteries, Shrewsbury, etc., R. C. (1869), 5 L. R. Ch. 67; and note Law of Rlys. p. 832. See also in re Devon and Somerset R. C. (1868), 6 L.R. Eq. 610. X. Assent by debenture holders, etc.-The scheme shall be deemed to be assented to by the holders of mortgages, debentures, or bonds issued under the authority of the company's special Acts when it is assented to in writing by threefourths in value of the holders of such mortgages, debentures, or bonds, and shall be deemed to be assented to by the holders of debenture stock of the company when it is assented to in writing by three-fourths in value of the holders of such stock.1 1 In re Cambrian R.C. (1868), 3 L. R. Ch. 278; in re East and West Junction R. C. (1869), 8 L. R. Eq. 87; re Tunis Rlys. Co. (1874), 30 L.T. 512, 31 L.T. 264. XI. Assent by persons in right of annual payment, etc.—Where any annual payment is charged on the receipts of or is payable by the company in con sideration of the purchase of the undertaking of another company, the scheme shall be deemed to be assented to by the persons in right of such annual payment when it is assented to in writing by three-fourths in value of such persons. XII. Assent by preference shareholders.-The scheme shall be deemed to be assented to by the guaranteed or preference shareholders of the company when it is assented to in writing as follows: If there is only one class of guaranteed or preference shareholders, then by three-fourths in value of that class; and if there are more classes of guaranteed or preference shareholders than one, then by three-fourths in value of each such class.1 1 In re Brighton and Dyke R. C. (1890), 44 Ch.D. 28; re Cambrian R.C. (1871), 24 L.T. 417. XIII. Assent by ordinary shareholders.-The scheme shall be deemed to be assented to by the ordinary shareholders of the company when it is assented to at an extraordinary general meeting of the company specially called for that purpose. XIV. Assent by leasing company.-Where the company are lessees of a railway the scheme shall be deemed to be assented to by the leasing company when it is assented to as follows: In writing by three-fourths in value of the holders of mortgages, bonds, and debenture stock of the leasing company: If there is only one class of guaranteed or preference shareholders of the leasing company, then in writing by three-fourths in value of that class; and if there are more classes of guaranteed or preference shareholders in the leasing company than one, then in writing by three-fourths in value of each such class: By the ordinary shareholders of the leasing company at an extraordinary general meeting of that company specially called for that purpose. XV. Assent of creditors, etc., not affected unnecessary.-Provided that the assent to the scheme of any class of holders of mortgages, debentures, bonds, or debenture stock, or of any class of persons in right of annual payment as aforesaid, or of any class of guaranteed or preference shareholders, or the assent of a leasing company, shall not be requisite in case the scheme does not prejudicially affect any right or interest of such class or company.1 1 In re Neath and Brecon R. C. L.R. (1892), 1 Ch. 349. XVI. Application for confirmation of scheme.-If at any time within three months after presenting a petition to the court for the confirmation of the scheme, or within such extended time as the court from time to time thinks fit to allow, the directors of the company consider the scheme to be assented to as by this Act required, they may move the court for confirmation of the scheme. Notice of any such application, when intended, shall be published in the Edinburgh Gazette. XVII. Confirmation of scheme.-After hearing the directors, and any creditors, shareholders, or other parties whom the court thinks entitled to be heard on the application, the court, if satisfied that the scheme has been, within three months after the presentation of the petition for confirmation thereof, or within such extended time (if any) as the court has allowed, assented to as required by this Act, and that no sufficient objection to the scheme has been established, may confirm the scheme, and decern accordingly.1 As to confirmation of scheme, see in re Stafford and Uttoxeter R. C. (1872), 41 L.J. Ch. 777; in re Irish North-Western R.C. (1868), 3 Ir. R. Eq. 190; re Eastern and Midlands R.C. (1893), 67 L.T. 711. As to opposition of outside creditors, re Somerset and Dorset R. C. (1870), 21 L.T. 656; re Letterkenny R. C. (1870), 4 Ir.R. Eq. 538; re East and West India Dock Co. (1890), 44 Ch.D. 38. 1867. [XII.] [XIII.] [XIV.] [15] [16] [17] 30 & 31 VICT. Cap. 126. [18] [19] [20] [21] [22] XVIII. Scheme when confirmed to be final, binding, and effectual.-The scheme, when confirmed, shall be extracted, and thenceforth the same shall be final and binding and effectual to all intents, and the provisions thereof shall, against and in favour of the company and all parties assenting thereto or bound thereby, have the like effect as if they had been enacted by Parliament.1 As to rights of outside creditors after confirmation, see in re Cambrian R.C. (1868), 3 L.R. Ch. 278, 296; in re Bristol and North Somerset R. C. (1868), 6 L.R. Eq. 448; in re East and West Junction R. C. (1869), 8 L.R. Eq. 87; and other cases Law of Rlys. pp. 827, 829, and 830. Also Stevens v. Midhants R.C. (1873), 8 L.R. Ch. 1064; and Stephens v. Cork and Kinsale R.C. (1872) 6 Ir.R. Eq. 604. XIX. Notice of confirmation of scheme.-Notice of the decree of confirmation of the scheme shall be published in the Edinburgh Gazette. XX. Company to keep printed copies of scheme for sale. Penalty on neglect. -The company shall at all times keep at their principal office printed copies of the scheme, when confirmed, and shall sell such copies to all persons desiring to buy the same at a reasonable price, not exceeding sixpence for each copy. If the company fail to comply with this provision they shall be liable to a penalty not exceeding twenty pounds, and to a further penalty not exceeding five pounds for every day during which such failure continues after the first penalty is incurred, which penalties shall be recovered and applied as penalties under The Railways Clauses Consolidation (Scotland) Act, 1845, are recoverable and applicable. XXI. Provision for cases where railways or part in England.-Where a company whose principal office is situate in Scotland have a railway or part of a railway in England the following provisions shall have effect: (1) Any petition for the approval and confirmation of a scheme under this Act shall be presented to the Court of Session: (2) Where, after the presenting of any such petition, any person who is not amenable to the jurisdiction of the Court of Session brings any action or institutes any other proceeding against the company in England, the Court of Chancery may, on the application of the company on summons or motion, in a summary way restrain the same on such terms as the court thinks fit: (3) Notice of the presenting of the petition shall be published in the London Gazette, and after such publication no execution, attachment, or other process against the property of the company in England shall be available for any person who is not amenable to the jurisdiction of the Court of Session without the leave of the Court of Chancery, to be obtained on summons or motion in a summary way.1 1 Note. A corresponding provision is found in section 21 of The Railway Companies (England) Act, 1867, 30 & 31 Vict. c. 127, as to railways whose principal office is in England but which have a railway or part of a railway in Scotland. XXII. Acts of Sederunt to be made.-The Court of Session may from time to time make Acts of Sederunt for the regulation of the practice of the court under this Act. [23] LOAN CAPITAL. XXIII. Priority of mortgages.-All money borrowed or to be borrowed by a company on mortgage, debenture, or bond, or debenture stock, under the provisions of any Act authorising the borrowing thereof, shall have priority against the company and the property from time to time of the company over all other claims on account of any debts incurred or engagements entered into by them after the passing of this Act: provided always, that this priority |