pany (1867), L.R. 4 Eq. 197, an order was made on a petition of shareholders for winding-up compulsorily a canal company incorporated by special Act of Parliament, and it was held that the jurisdiction to make a windingup order under the Companies Acts extended to all companies except railway companies, the effect of the windingup order being not to repeal the special Act, but only to give the Court control over the affairs of the corporate

company.

In the case of In re Bradford Navigation Company (1870), L.R. 10 Eq. 331, a compulsory order for winding-up a canal company was made on the petition of the company itself, and the Court held that it would have jurisdiction to make an order for dissolving the company when the winding-up was completed. It was recognised by the Court that, if the company had no power of selling its undertaking, sanction might have to be given in the winding-up to the making of an application to Parliament by Bill to authorise a sale.

In the case of In re Brentford and Isleworth Tramways Company (1884), 26 Ch. D. 527, an order was made on a creditor's petition for winding-up a tramway company.

In the case of In re Borough of Portsmouth Tramways Company (1892), 2 Ch. 362, an order was made to wind-up a tramway company at the instance of a debenture-holder. The debenture-holder had brought an action to enforce his security, and in that action had obtained the appointment of a receiver over the undertaking of the company, which formed the security under his debenture. But it was held that this did not deprive him of his right, as a creditor, to claim a winding-up order.

The control thus retained in the hands of Parliament over the assignment and transfer of public service undertakings is exercised with different degrees of freedom as regards different classes of undertaking. It is not usual to give general powers for undertakers to either sell or lease their undertaking according to their own discretion.

In the case of tramway undertakings, however, when carried on by local authorities, section 19 of the Tramways

Act, 1870, which is usually incorporated with the special Act or Provisional Order authorising the undertaking, gives a general power for the local authority to lease from time to time, with the consent of the Board of Trade (now the Ministry of Transport), for a period not exceeding twentyone years. The form of the lease must be approved by the Ministry. It may be made to any person, persons, corporation, or company, and will cover the right of user of the tramway and of demanding and taking the tolls and charges authorised. The section goes on to say, however, that nothing in the Act shall authorise any local authority to place or run carriages upon a tramway and to demand and take tolls and charges in respect of the use of carriages thereon. Thus a local authority, if it is itself actually to work a tramway and run carriages thereon, either as undertaker or as lessee, requires special statutory power for that purpose. In the absence of such power its alternatives are either to lease the tramway, or to leave it open to be used by the public and demand the tolls and charges authorised for the use of the lines in that way. Notice of intention to make a lease must be advertised by the local authority, and a copy of the lease must be deposited for public inspection at the office of the authority, or at some other convenient place within the district to which the lease relates. The lease will imply a condition of re-entry if at any time after it is made the lessees discontinue the working of the tramway leased, or any part thereof, for the space of three months, such discontinuance not being occasioned by circumstances beyond the control of the lessees, for which purpose the want of sufficient funds is not to be considered a circumstance beyond their control.

The terms on which this leasing power is exercisable are often varied by special Act, and special leasing powers are often granted to tramway companies and also to railway companies and light railway undertakers to lease particular lines to particular lessees. In the case of both tramway undertakings and electric light undertakings carried on by companies there are general powers, contained in the one case in section 43 of the Tramways Act, 1870,

and in the other case in section 2 of the Electric Lighting Act, 1888 (as amended and extended by section 7 of the Electric Lighting Act, 1909), for the local authority to buy up the undertaking, on special terms defined in the Act, after a period of years. In the case of tramways the exercise of the powers requires the approval of the Board of Trade (now the Ministry of Transport), and they are exercisable within six months after the expiration of twenty-one years from the grant of the powers for constructing the tramway, and within six months after the expiration of every subsequent period of seven years. In the case of electric lighting they are exercisable within six months after the expiration of a period of forty-two years from the grant of the powers, and within six months after the expiration of every subsequent period of ten years. These powers also are frequently varied by special Acts. In the case of tramways there is also a general power contained in section 44 of the Tramways Act, 1870, for the undertakers, with the consent of the Board of Trade (now the Ministry of Transport), to sell their undertaking to any person, persons, corporation or company, or to the local authority of the district after the tramway has been opened for a period of six months.

It has not been the practice of Parliament to apply the provisions as to purchase by local authorities to the undertakings of the various Electric Power Companies which have been established for generating electricity on an extensive scale and supplying it largely in bulk to other undertakers; and the special Acts of these Power Companies have expressly excluded section 2 of the Electric Lighting Act, 1888, from application to them.

As regards electricity undertakings generally, apart from the provisions as to purchase by local authorities, to which I have referred, there is no general power of sale vested in the undertakers, but on the contrary section 14 of the Electric Lighting Act, 1909, provides that a local authority, company, or person, who have obtained a licence, order, or special Act for the supply of electricity shall not, by transfer or otherwise, divest themselves of

any of their powers, rights, or obligations otherwise than under and in accordance with a provision contained in a licence, order, or special Act authorising such a divestiture.

Apart from railways, light railways, tramways, and electricity, it is not usual to find powers for either sale or leasing of an undertaking as a whole contained in the Acts authorising the establishment of undertakings. It has, however, been a common practice for Parliament to grant special powers to the local authorities of districts, or sometimes to groups of authorities acting in combination, to buy out public service undertakings vested in companies or in private individuals. Particularly has this been the case with water, and gas, and market undertakings. Sometimes powers of this kind have been obtained by agreement with the undertakers whose property is to be acquired; sometimes the expropriation has been made compulsorily in the face of opposition by the original undertakers.

In the Public Health Act, 1875, three sections are contained which recognise the desirability of facilitating transfers of this kind to the local authorities.

Section 62 provides that any water company may contract to supply water, or may lease their waterworks to any local authority; and the directors of any water company, in pursuance of a resolution of the members of the company passed by such majority as is indicated in the section, may sell and transfer to any local authority, on such terms as may be agreed on, all the rights, powers, and privileges, and all or any of the waterworks premises and other property of the company, but subject to all liabilities to which the same are subject at the time of purchase.

Section 162 provides that for the purpose of supplying gas within their district, or any part thereof, either for public or private purposes, any urban authority may with the sanction of the Local Government Board (now the Ministry of Health) buy, and the directors of any gas company, in pursuance of a similar resolution, may sell and transfer to such authority, on such terms as may be agreed on, all the rights, powers and privileges, and all or any of the lands, premises, works and other property of

the company, but subject to liabilities, as under section 62.

Section 168 provides that any urban authority may purchase, and the directors of any market company, in pursuance of a similar resolution, may sell and transfer to any urban authority, on such terms as may be agreed on, all the rights, powers and privileges, and all or any of the markets, premises and things which at the time of purchase are the property of the company, but subject to liabilities, as under section 62.

The terms on which special powers of purchase and transfer are granted are so various that it would not be possible here to describe, either generally or in detail, in any adequate manner the various matters for which provision is made.

When a special Act deals with the transfer of the whole undertaking of a company to a local authority it will generally make provision for the winding-up and dissolution of the company. Such provision may take the form of applying the machinery for compulsory liquidation under the general Companies Acts, or it may require the directors to wind-up the company in a specified manner.

Another method of terminating the existence of a public service undertaking is by revocation of its powers. In both the Tramways Act, 1870, and the Electric Lighting (Clauses) Act, 1899, there is a power applicable to undertakings established by Provisional Order, for the Board of Trade (now the Ministry of Transport), in certain events, to make an order revoking the powers of the undertakers. In the case of tramways the powers may be revoked (unless the tramways are purchased by the local authority in accordance with the Act) where the working of the tramways is discontinued for three months otherwise than through circumstances beyond the control of the undertakers; and a revocation order may also be made at the instance of the road authority, to become operative at the end of six months, where the promoters are shown, on inquiry, to be insolvent, so that they are unable to maintain the tramways and work the same with advantage to the public.