15. By the Act 1 G. 2, c 18, for explaining and amending the Act above referred to, it is by s. 1 enacted as follows,-"The commissioners and trustees appointed by the said recited Act, and those appointed by this Act, or any nine or more of them, and the commissioners and trustees when incorporated in pursuance of the said former Act, shall have and they have hereby full power and authority to contract and agree with any person or persons whatsoever, as well commissioners and trustees as others, to erect and build a bridge across the said river of Thames, from the said town of Fulham to the said town of Putney, and to repair, maintain, and support the same when built, in such manner as by the said commissioners and trustees or corporation aforesaid shall be judged proper; and the said commissioners and trustees or corporation aforesaid, or any nine or more of the said commissioners and trustees before such incorporation, have hereby power and authority to grant any annuity or annuities in fee out of the profits, incomes, revenues or tolls of the said bridge in such manner as *they may *126] by the said former Act grant any other annuity or annuities; all which annuities in fee to be granted pursuant to this Act shall be registered, and shall be assignable and devisible as the said other annuities are by the said former Act; and such annuities in fee shall be deemed personal estates, and shall go as such."

16. And, for the more effectual enabling the said commissioners and trustees and corporation aforesaid as speedily as may be to complete and perfect the said work, by s. 3 it is enacted that "it shall and may be lawful to and for the said commissioners and trustees, or any nine or more of them, before incorporated, and also lawful for such corporation when created, at any time or times to convey and assign over in perpetuity, or otherwise, all or any tolls, revenues, profits, or incomes of or belonging to the said bridge or ferries, or which shall in anywise arise, accrue, or belong to the same, unto such person or persons as will undertake, contract, and agree to erect and build the said bridge and to preserve and keep up the same in good and sufficient repair, and shall give sufficient security so to do to the satisfaction of the said commissioners and trustees and corporation aforesaid; anything herein or in the said former Act to the contrary, notwithstanding."

17. By s. 5 it is enacted that "it shall not be lawful for the said commisssioners and trustees or corporation to erect or build the said bridge, or any part thereof, before or until full and ample satisfaction be made for all such prejudice, loss, or damage as shall or may be sustained or suffered by any of the proprietors of the horse-ferries between the said towns of Putney and Fulham, unless the proprietors of the said ferries by writing under their respective hands and seals shall consent and

agree with the said commissioners and *trustees, or any nine. *127] or more of them, or the said corporation, to permit the said commissioners and trustees or corporation to build the same before such satisfaction shall be made; and, in case such consent of the said proprietors shall be had and obtained in manner aforesaid, that then the said bridge, when built, and all tolls, revenues, profits, and incomes. belonging or to belong to the same shall be and are hereby made chargeable and charged, in the first place, with all such sums of money as are by the said former Act to be paid to the respective owners, proprietors, and persons interested in the present ferries between Fulham and

Putney aforesaid; and that, upon payment thereof respectively, or tender and refusal, all ownerships, properties, and interests of, in, or to the horse and foot ferries between Fulham and Putney aforesaid shall be and are hereby extinguished and determined, and the said ferries and passage over the river of Thames there, and the ground and soil adjacent and belonging to the said respective ferries, shall be and are by the authority of this Act transferred to and absolutely vested in the said commissioners and trustees and corporations aforesaid and their successors and assigns for ever." All such moneys and payments for the said horse-ferries have long since been duly paid and made.

18. Copies of both of the Acts above referred to accompanied the case and were to be taken to be and form part of the same, for the purpose of reference or otherwise.

19. The ferries referred to in the said Acts on the Putney side of the river were held and were parcel of the manor of Wimbledon, and on the Fulham side were held and were parcel of the manor of Fulham; and, previously to the 21st of March, 1728, Daniel Pettiward and William Skelton had been respectively admitted to and each of them then held in fee by copy of the court rolls of the respective manors, one [*128 undivided moiety of the ferries on both the Putney and Fulham sides of the river; and on that day the commissioners paid to them the sum of 80007. in full satisfaction for all damage which they or either of them should sustain by occasion of building the said bridge,-the rights and interests of all other parties in the said ferries having been previously satisfied by the commissioners.

20. On the 19th of November, 1728, a contract was duly entered into by the commissioners with thirty persons who had subscribed 1000l.. each for building the bridge and making the purchases and payments. required by the said Acts, by which those thirty persons contracted to build and maintain the bridge and the ways and passages thereto, and make the said purchases and payments: and, in pursuance thereof, the said thirty persons did build the said bridge and make the said payments and purchases.

21. By indenture of bargain and sale bearing date the 11th of November, 1729, duly enrolled in Chancery, made between the said commissioners of the first part, the said thirty persons therein named,. and described as being all the contractors and subscribers for building the said bridge, of the second part, and certain other persons as trustees of the third part,-after reciting the 1st, 2d, 5th, 7th, 10th, 11th, 12th, 16th, 17th, 18th, and 19th sections of the Act first above mentioned (12 G. 1, c. 36), and the 1st, 3d, and 5th sections of the Act secondly above mentioned (1 G. 2, c. xviii.); and further reciting the said contract of the 19th of November, 1728, and that the said thirty persons had paid all moneys they had agreed to pay, and built the said bridge, the commissioners granted, bargained, sold, assigned, and set over unto the said persons parties thereto of the third part, their heirs and [*129 *assigns for ever, the said bridge, and all the materials wherewith the same was erected and built, and all tolls, revenues, profits, and incomes of or belonging to the said bridge so built from the town of Fulham to the town of Putney, or the ferries thereafter to be set up and erected as occasion might be, according to the provision in that behalf made by the said recited Acts, or either of them, or which should C. B. N. S., VOL. XVIII.-7

in anywise arise, accrue, or belong to the same, with all such ground and so adjacent and belonging to the then late or then present horse-ferries and passage over the said river between Fulham and Putney as had been, was, or should be vested in the said commissioners, and all benefits, advantages, powers, privileges, and authorities, and every other matter and thing whatsoever vested in or granted to the said commissioners, which they were empowered or capable to assign and convey over by virtue of the said Acts or either of them; To hold the same unto and to the use of the said trustees, parties thereto of the third part, their heirs and assigns for ever, upon trust to permit and suffer the said thirty persons therein named of the second part, their heirs and assigns, to receive and take the said tolls, revenues, profits, and income, and to have the sole management and direction thereof, upon condition that they should thereout pay certain sums of money and expenses specified in the said deed (which condition has been performed), and, after payment of such sums of money, should every year thereafter divide all the then rest aud residue of the moneys to be raised by the said tolls, revenues, profits, and income of the said bridge, ferries, and other the premises (if any), unto and amongst the said thirty subscribers and proprietors for the time being, and their respective heirs and assigns, rateably and proportionably, according to the several sums of money by them subscribed for the *purposes aforesaid, and to *130] their several and respective rights, shares, and interests of, in, and to the same, to have, take, and enjoy the same as tenants in common, and not as joint tenants. And, by the same deed, it was provided, that, in case the tolls, revenues, profits, and incomes of the said bridge or ferries should at any time or times thereafter fall short and not be sufficient to answer and make good all such sums of money as should be requisite for putting and keeping the said bridge, together with the ways and passages to and from the same, in good repair within a reasonable time to be allowed for making such repairs, or should not be sufficient for the payment of all the matters and things therein before particularly mentioned, and the charges of the trustees in the execution of the trusts, then all sums of money as should so fall short or be wanting for the said purposes should from time to time be paid and borne by the said thirty subscribers, the parties thereto of the second part, their heirs and assigns, rateably and proportionably, and according to the several sums of money subscribed by them respectively towards the purposes aforesaid, and to their several rights, shares, and interests therein.

22. On the 16th of June, 1730, by grant of that date, the Archbishop of Canterbury granted to the proprietors of Putney Bridge two hundred superficial feet of land, part of the churchyard of Putney, for the purpose of making the passage to and from the said bridge more commodious; and the same was used for that purpose, and now forms part of the approach to the said bridge.

23. There is no other land in the county of Surrey vested in, belonging to, or claimed by the said proprietors, except what is comprised in the before-stated deed of the 11th of November 1859 and the last-mentioned grant; and no evidence was adduced before *the revising barrister as to the annual value of the said land. 24. On the 26th of August, 1736, by deed of that date, the persons then equi ably entitled to the tolls, revenues, profits and income of

*131]

the bridge under the indenture of the 11th of November, 1729, covenanted with each other that certain orders and directions given for the arrangement of the affairs of the bridge should stand good until altered at some quarterly general meeting of persons from time to time becoming so equitably entitled, by a majority of such persons present at such meeting.

25. The interest of the present shareholders in the bridge is identical with the interest vested in the said thirty persons or proprietors under the said deed of the 11th of November, 1729, and under the grant of the 16th of June, 1730, and has always been conveyed and transmitted as and dealt with as freehold estate: and the shareholders of the said bridge are about eighty in number.

26. The proprietors meet once a year, and select a committee of six out of their own body to manage their affairs.

27. The said persons objected to are respectively the holders of a share or part of a share of such interest as aforesaid: and the sufficiency of the annual money value of such share or part of a share is not now in dispute.

28. The bridge is built partly upon piles driven into the bed of the river, and at either end upon brick foundations which stand respectively upon that part of the banks between high and low water mark whence formerly the ferries used to ply from side to side, and in part. upon land which formerly was ground and soil adjacent and belonging to the said ferries.

29. There are toll-houses at each end of the bridge, *at which tolls are collected; and each of them is a structure of brick, [*132 and stands upon the brick foundations of the bridge referred to in the preceding paragraph.

30. For the said persons objected to, it was contended that they had respectively under or by virtue of the said Acts of Parliament and deeds of the 10th of November, 1729, and 16th of June, 1730, herein before stated, such equitable freehold estates in the said bridge, tolls, and other property comprised in the said acts and deeds, as entitled them respectively to be on the list of voters for the said eastern division of the said county: and, for the said David Nichols, the objector, it was contended that they had not respectively such equitable freehold estates as would entitle them to vote for the said division of the said county; and also that the shareholders were a company, and that the individual shareholders, being only entitled to a share of the receipts and profits, were not entitled to be on the said list of voters.

The revising barrister decided, in favour of the said David Nichols, that the said several persons objected to had not respectively such equitable freehold estates as entitled them respectively to be on the said list of voters, and he accordingly expunged their names from the said list.

If his decision was wrong, the names of the said persons objected to were to be restored and inserted on the register for the parish of Putney.

Karslake, Q. C. (with whom was Beresford), for the appellant.Under the Acts of Parliament referred to in the case,-12 G. 1, c. 36, and 1 G. 2, c. 18,-the commissioners for building Putney Bridge had

an interest in the soil which belonged to the ancient ferries, upon which the abutments of the bridge were built; and they *133] having, by the deed mentioned in the 21st paragraph of the case, assigned all their interest therein to trustees for the shareholders, the latter are entitled to vote. That the soil vested in the commissioners, is clear from the 5th section of the second Act, which enacts that "all ownerships, properties, and interests of, in, or to the said ferries between Fulham and Putney shall be extinguished and determined, and the said ferries and passage over the river of Thames there, and the ground and soil adjacent and belonging to the said respective ferries, shall be and are by authority of this Act transferred to and absolutely vested in the said commissioners and trustees and corporation aforesaid, and their successors and assigns for ever." Under the trusts of that deed the cestui que trusts took an equitable interest in the land, and not merely a right to a share of the profits arising from the tolls. The trustees have a mere naked trust, with no active duties to perform and the case states (par. 25), that the interest of the shareholders has always been conveyed and transmitted as and dealt with. as freehold estate. In Foster's Case, 2 Peck. 105, these shares were held to confer a vote for Middlesex. In Baxter, app., Newman (or Brown), resp., 8 Scott N. R. 1019, 7 M. & G. 198 (E. C. L. R. vol. 49), 1 Lutw. Reg. Cas. 287, A., B., C., and D. joined in partnership to work a fulling-mill. Money was subscribed by all the partners; with part of which freehold land was bought, which was conveyed to A. and B. in fee; with other part a mill was built on the land, and machinery for the mill was purchased. By a partnership deed executed by A., B., C., and D., the trusts of the land, mill, &c., were declared to be (amongst other things) that A. and B. should stand seised and possessed of all the estates, property, goods, &c., upon trust for the benefit of themselves and their partners as part of their partnership

:

joint stock in trade: there was a provision in the deed that *134] A. and B. might borrow money upon mortgage of the stock, property, estates, &c., belonging to the copartnership; and it was declared that the land, mill, &c., should be deemed and considered as or in nature of personal estate and not real estate, and be held in trust for the partners as part of their partnership stock in trade. And it was held that each partner had an interest in the realty corresponding with the amount of shares held by him in the partnership, and was entitled to be on the list of voters for the county. That case very

much governs this. Bennett, app., Blain, resp., 15 C. B. N. S. 518 (E. C. L. R. vol. 109), 1 Hopw. & Ph. 35, will probably be relied on for the respondent. But there the land was vested in trustees, who had active trusts to perform, and the shareholders in the Company had only a right to a share of profits.

Raymond, for the respondent.-The real question is, whether the persons who claim to be registered in respect of their shares in the tolls of this bridge have any freehold interest in any lands or tenements. The case does not find that the owners of the ancient ferries had any land: nor was it necessary that they should have. The intention of the Legislature in passing these acts, was, to enable the commissioners to purchase the interest in the old ferry, and to build a bridge; it never intended to convey to them larger powers than