H law will not imply an authority from him to the other members of the committee to bind him by their contracts.1 Where there is evidence that a promoter has acted with relation to the projected company, it is a question for the jury whether by his consent and acts he has authorized the secretary, solicitor or any member of the committee, to pledge his credit for the necessary expenses ordinarily incurred in the organization of companies of like character, and whether credit was given on the faith of his liability." 1 Reynell v. Lewis and Wyld v. Hopkins, reporte 1 together, 15 Mees. & W. 517. 2 Reynell v. Lewis, 15 Mees. & W. 517; Bailey v. Macauley, 13 Q. B. 815, § 11. The same subject continued-The relation between provisional and acting committee-men. It has been customary in England, as the first step toward the organization of a railway company, for the persons interested in the enterprise to form what was known as a provisional committee. This committee in turn appointed an acting or managing committee, to whom the promotion and organization of the company was intrusted. When the scheme became abortive and there were no funds out of which to pay the expenses incurred by the managing committee, the question would arise whether the provisional or the managing committee should incur the liabilities of the debts contracted.1 It was settled that the managing committee were not the agents of the provisional committee, but of the projected corporation; and that the provisional committee was not ex vi termini liable for the expenses incurred; but that whether or no the provisional committee had authorized the acting or managing committee to act as its agent and to pledge the credit of its members, was a question of fact for the jury. 1 Thompson on Liability of Officers and Agents, 206. 2 Williams v. Pigott, 2 Ex. 2.1. 3 Williams v. Pigott, 2 Ex. 201. § 12. Whether agency may be shown by a prospectus.—Where there is evidence that a promoter has not only consented to be a provisional committee-man, but has authorized his name to be inserted in a particular prospectus in which certain persons are designated as the acting committee, solicitors, engineers and secretary, and this prospectus has been so publicly circulated, with the promoter's consent, that the jury would presume that the plaintiff knew of it and acted upon it, the question arises how far the promoter, as a provisional committee-man, may be rendered liable for the acts of the persons therein designated as the acting committee, solicitors, engineers and secretary. This is a question for the jury, and must of course depend upon the terms of each particular prospectus. If the prospectus state merely the names of the provisional committee and nothing more, and no light be derived from the context, that circumstance does not alter the liability of the promoter. "If not responsible as being one of that committee in fact, he cannot become so by the representation of the fact.' But if the prospectus states the names of an acting or managing committee also, or of solicitors, secretaries, or other officers, it is for the jury to determine whether the ner acting committee and other officers are to take upon themselves the whole management of the scheme, or whether the provisional committee has constituted the latter their agents to conduct it on their behalf.1 1 Reynell v. Lewis, 15 Mees. & W. 517, 530. 3 § 13. Of the liability of promoters to subscribers, when the scheme proves abortive. If the scheme prove abortive, the expenses of its promotion fall upon the original projectors, and not upon those who have advanced their money upon the faith of its successful completion.1 For persons who have purchased shares in a company which never comes into existence, have paid their money upon a consideration which has failed, and may recover it either at law,' or in equity, as money had and received. The whole amount thus advanced may be recovered from any member of the committee, unless it be shown that the subscriber has consented or acquiesced in the application of the deposit to the expenses of the undertaking, in which case the promoters cannot be held personally liable, if the money has been properly applied. Where there is an account to be taken of what has been properly applied toward the payment of expenses, a depositor may maintain an action against the committee, on behalf of himself and the other depositors; but where no accountng is prayed, the depositor can maintain the action only in his own name, unless, of course, there be BEACH RAILWAYS-2 8 5 allegations of fraud. A promoter who was not a party to the proceedings resulting in applications for shares, cannot be held liable, although his name appears upon the prospectus as chairman. 10 1 Nockels v. Crosby, 3 Barn. &. C. 814, 822; Wallstab v. Spottiswoode, 15 Mees. & W. 501, 516. 2 Nockels v. Crosby, 3 Barn. & C. 814. 3 Grand Trunk R. Co. v. Brodie, 9 Hare, 822. 4 Ashpitel v. Sercombe, 5 Ex. 147; Ward v. Londesborough, 12 Com. B. 251; Colt v. Woolaston, 2 P. Wms. 153; Williams v. Page, 21 Beav. 654; Vollans v. Fletcher, 1 Ex. 20; Williams v. Salmond, 2 Kay & J. 463; Chap lin v. Clarke, 4 Ex. 4.2. 5 Walstab v. Spottiswoode, 15 Mees & W. 501; Moore v. Garwood, 19 Law J. Ex. 15; Ashpitel v. Sercombe, 19 Law J. Ex. 82. 6 Garwood v. Ede, 17 Law J. Ex. 29: 1 Ex. 264; Clement v. Todd, 1 Ex. 263; Watts v. Salter, 10 Com. B. 476; Aldham v. Brown, 7 El. & B. 164; Londesborough v. Mowatt, 23 Law J. Q. B. 38, 177; 4 El. & B. 1; In re Dover, D. & C. P. R'y Co. 4 DeGex M. & G. 411; Millett v. Brown, 27 Law J. Ex. 256; 2 Hurl. & N. 837. 7 Apperly v. Page, 16 Law J. Ch. 100, 302; 1 Phill. Ch. 779. 8 Ship v. Crosskill, 10 Eq. Cas. Abr. 73; Stewart v. Austin, 3 Eq. Cas. Abr. 299; Denton v. Macniel, 2 Eq. Cas. Abr. 352; Mosely v. Cressey's Co. 1 Eq. Cas. Abr. 405. 9 Cridland v. Lord de Mauley, 1 De Gex & S. 459. 10 Burnside v. Dayrall, 19 Law J. Ex. 46. § 14. Whether the promoters are entitled to compensation from the company. Inasmuch as a corporation is entitled to the benefit of contracts made by promoters in its behalf, it would seem no more than equitable that an agreement on the part of the corporation should be implied to indemnify the promoters for any expenses incurred by them in the furtherance of the scheme, or any liability therein incurred, at least in so far as the corpora tion may accept the benefit of the contracts.1 But in the absence of any statutory provision, a company is bound by no implied promise to compensate its promoters for their services in furthering its organization.2 1 Taylor on Corporations, 85; Parsons v. Spooner, 5 Hare, 102. 2 Bell's Gap R. R. Co. v. Christy, 79 Pa. St. 51; 21 Am. Rep. 39: New York & N. H. R. R. Co. v. Ketchum, 27 Conn. 171; Hall v. Vermont & M. R. Co. 28 Vt. 4.1; Rockford, Rock Island & St. L. R. Co. v Sage, 65 Ill. 328; 16 Am. Rep. 587. § 15. Whether the promoters are entitled to compensation from each other.-Agreements between promoters to share expenses equally are valid and enforceable by any one of them who may in good faith have paid more than his share of the expenses of the scheme; but, in the absence of any special agreement, promoters are not entitled to remuneration from each other for their services in forwarding the organization of the corporation.1 Where, however, several promoters have become jointly bound on one instrument and one of them is compelled to pay the whole amount of the debt, he is entitled to contribution from the others." If some of the co-debtors be dead, the survivors are In t bound to contribute more than would have been their proportion had there been no deaths.3 1 Taylor on Corporations, & E1; 2 Lindley on Partnership (4th ed.), 1022; Parkis v. Fry, 2 Craig & P. 311; Boultner v. Peplow, J Com. B. 493. Cf. Holmes v. Higgins, 1 Lar, & 74. 2 Datard v. Hawes, 2 El. & B. 287; Edger v. Knapp, 7 Jur. 503. § 16. The same subject continued-The sub|scribers entitled to an equal division of the unexpended funds. -In returning to subscribers what remains of the advances made by them for the fur} therance of a projected company which proves abortive, the managing committee cannot legally prefer one shareholder to another by treating his advances as a loan to be repaid in full, and paying to the others only their proportion of the amount remaining;1 for a person who makes a colorable |