Dublin United Tramways (Lucan Electric Railways) Act, 1927

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Sceidil da Dtagartar San Acht So Roimhe Seo.

SCHEDULES REFERRED TO IN THE FOREGOING ACT.

FIRST SCHEDULE.

Memorandum of Agreement made this 7th day of December, 1926, between The Dublin and Lucan Electric Railway Company (in Liquidation) (hereinafter for brevity called the Vendors) of the one part and The Dublin United Tramways Company (1896) Limited having its registered office at 59 Upper Sackville Street in the City of Dublin (hereinafter called the Purchasers) of the other part. Whereas the Vendors are the owners of an Electric Railway constructed under certain Orders in Council made under provisions of the Tramways (Ireland) Acts with rights powers and authorities conferred by the said Orders and of the several properties and assets particulars of which are set out in the Schedule hereto. And Whereas by Order of the High Court of Justice Saorstát Eireann dated 26th of January, 1926, and made in the matter of the Dublin and Lucan Electric Railway Company and in the matter of the Companies Acts Record No. 1925-9401 the said Dublin and Lucan Electric Railway Company was ordered to be wound up and D. McDowall Grosart (hereinafter called the Liquidator) was appointed Liquidator with power to negotiate for the sale of the said Undertaking subject to the approval of the Court. And Whereas by Order of the said High Court of Justice dated the 29th day of November, 1926, and made in the said matter the offer of the Purchasers to seek the necessary Statutory powers to acquire the said Undertaking and to purchase the same for £12,500 subject to the conditions hereinafter contained was approved by the Court and the Liquidator was authorised to enter into a Contract with the Purchasers (being these presents). And Whereas the Purchasers have agreed with the Vendors to promote in the Oireachtas a Private Bill to enable the Purchasers to carry into effect the provisions of this Agreement. And Whereas certain draft clauses relating to the incorporation in the Bill of this agreement to the transfer of the Undertaking from the Vendors to the Purchasers and to the payment of the purchase money into Court and such like matters have prior to the execution hereof been submitted to and approved by the Vendors and the Purchasers have undertaken that the same shall be inserted in the Bill to be promoted in pursuance of this agreement. Now These Presents Witness and it is hereby agreed as follows:—

1. The Purchasers shall forthwith promote in the Oireachtas a Private Bill containing all the provisions necessary to enable them to acquire the Vendors Undertaking and carry out this Agreement and shall take all reasonable and proper steps to insure that such Bill shall become law prior to the 31st of July, 1927. The Bill to be promoted in accordance with these presents shall contain the clauses relating to the incorporation of this agreement in the said Bill to the transfer of the Undertaking of the Vendors to the payment of the purchase money into Court and to such like matters which clauses prior to the execution hereof have been submitted in draft to the Vendors and approved by them. The said Private Bill may contain such additional or other clauses dealing with such other matters as the Purchasers may think fit. Provided always that any such additional or other clauses shall not impose any liability upon the Vendors or the Liquidator or vary or affect this Agreement or prejudice the Vendors or their rights under this Agreement.

2. If and when the purchasers have acquired the necessary Statutory Authority to do so the Vendors shall sell and the Purchasers shall purchase the Undertaking of the Vendors and all their property and assets particulars whereof are set out in the Schedule hereto together with the benefit of all existing contracts including the Contracts for supplying Electric Light and Power.

3. The Consideration for the sale shall be the sum of £12,500.

4. Should the Purchasers having used all reasonable expedition and taken all reasonable steps to obtain said Act fail to obtain the same on or before the 31st July, 1927, or in the event of the Oireachtas inserting in the Private Bill to be promoted in pursuance of this Agreement onerous provisions not acceptable to the Purchasers or inconsistent with the provisions of this Agreement then in either of such event the Purchasers shall be under no obligation to make any further attempt to obtain any such Act or carry out the terms of this Agreement and shall thereupon be entitled to rescind the same by one week's notice in writing and in any event the Purchasers, shall be under no obligation to promote more than one private Bill in the Oireachtas for the obtaining of powers to carry out this Agreement.

5. In the event of the Purchasers obtaining a Private Act in accordance with the terms of this Agreement the Vendors shall be deemed to have carried on the Undertaking for the Account of the Purchasers as from the 1st day of May, 1926, up to which date all income and outgoings including rent, rates and taxes shall be apportioned whether the same be by law apportionable or not. Provided that the liability of the Purchasers to recoup the Vendors in respect of all claims and demands including rent, rates and taxes in respect of the carrying on by them of any part of the said Undertaking from the said 1st of May, 1926, shall not exceed the sum of £800. Nothing in this clause shall render the Purchasers liable for any mortgage debenture charge or ordinary debt contracted by the Vendors before the said 1st May, 1926.

6. In the event of the Purchasers failing to obtain a Private Act in accordance with the terms of this Agreement the Vendors shall be deemed to have carried on the Undertaking from the 1st day of May, 1926, on their own account and the Purchasers shall not be under any liability in respect of the same unless such failure shall be due to the wilful default of the Purchasers in complying with the terms hereof.

7. The property of the Vendors is being sold subject to all rents outgoings covenants and conditions affecting the same and to all rights and obligations in respect of repair of highways bridges culverts and such like matters and all rights of way light and casements or other rights of the public or adjoining owners and all rights of local authorities corporations or persons whatsoever whether same are imposed by statute Order in Council covenant contract custom or otherwise.

8. The Purchasers shall accept without objection such title as the Vendors may have to all and every part of the Undertaking and property and this Agreement shall not be rescinded nor shall any compensation be granted to the Purchasers by reason of any defect in title to any portion of the property. The Vendors will however furnish an Abstract of the title and will so far as possible comply with all reasonable requisitions which may be made by the Purchasers in writing within one month from the delivery of an Abstract. Any requisitions not made within that time shall be deemed to have been waived.

9. The Undertaking and Property shall as from the date of this Agreement be at the risk of the Purchasers as to any loss or damage arising out of or caused by fire, riot, civil commotion, military or usurped power Act of God malicious damage theft larceny or any other cause whatsoever.

10. Save in so far as same may be necessary for the purpose of the carrying on of any part of the Undertaking (pending the enactment of the said Private Act) by the Vendors nothing herein contained shall impose any liability on the Vendors or Liquidator to expend moneys or to go to any expense unless indemnified against same by the Purchasers.

11. The Vendors may at any time after the date of this Agreement sell such of the machinery rolling stock and property of the Vendors as may be agreed between the Liquidator and the Purchasers. The proceeds of such sale when received by the Liquidator shall be credited to the Purchasers against the consideration money.

12. After the date of this Agreement and pending the Purchasers Application for the Private Act the Vendors shall not enter into any new continuing Contracts or incur any new continuing liability without the approval of the Purchasers.

13. The property is believed to be correctly described in these presents and in the Schedule but any error misstatement misdescription or omission shall not annul the sale nor shall any compensation whatsoever be allowed to either party.

14. The Private Act shall provide that the Vendors Undertaking and Assets shall be vested in the Purchasers freed and discharged from all debts and liabilities incurred or attached to the same prior to the 1st of May, 1926.

15. The Purchasers shall pay into Court within 14 days from the date when the said Private Act shall become law the sum of £12,500 to the credit of the winding-up matter less the amount received by the Liquidator for assets of the Vendors sold in accordance with Clause 11 of this Agreement and less any other sums that may be due by the Liquidator to the Purchasers on any account whatsoever. In the event of the said sum of £12,500 or any balance thereof hereby contracted to be paid by the Purchasers remaining unpaid same shall bear interest at 5 per cent. from the expiration of the said 14 days.

16. When the said moneys have been paid into Court as aforesaid the Vendors shall hand over to the Purchasers all the original title Deeds and Contracts and the material documents in their possession.

17. Notwithstanding the provisions hereof the Vendors shall be entitled to use and occupy the offices now used by the Liquidator and the furniture equipment books and documents of the Company until the completion of the Winding-up matter and the Vendors are dissolved as a Company.

18. Any dispute or difference arising out of the meaning or construction hereof or of anything to be done or omitted by the parties hereto under these presents shall be determined by the Court.

19. The provisions of this Agreement may be varied or altered and new Agreements may be entered into by the parties hereto in relation to any matter omitted from or not dealt with in these presents subject to the approval of the Court.

IN WITNESS WHEREOF the parties hereto have caused their respective corporate seals to be affixed hereto the day and year first herein Written.

Schedule Referred to in Foregoing Agreement.

Schedule to Agreement.

1. All works, railways, tramways, rights and powers, privileges and authorities constructed or acquired under Orders in Council made under the Tramways (Ireland) Acts belonging to the Dublin and Lucan Electric Railway Company or the Dublin and Lucan Steam Tramway Company on the 1st day of January, 1926.

2. All rails, poles, wires, lines, meters, rolling stock, equipment, power houses, dynamos machinery, materials and stores, and all other articles, utensils, implements and things of or belonging to or used in connection with the Undertaking of the Dublin and Lucan Electric Railway Company.

3. All the interest of the Dublin and Lucan Electric Railway Company in the following lands and hereditaments:—

(a) Depot and premises being part of the lands of Long Meadow with all messuages and buildings thereon with the appurtenances situate at Conyngham Road in the Parish of St. James and County of the City of Dublin held under lease dated 29th October, 1841, expressed to be made between William Worthington of the one part and William Nicholson of the other part for the term of 999 years from 29th September, 1841, at the yearly rent of £15 and subject to the covenants by the Lessees therein and conditions in said Lease reserved and contained.

(b) The Electrical Power Station and premises at Fonthill part of the lands of Fonthill with all messuages and buildings thereon and also the Pump House and premises on the Bank of the River Liffey other part of the said lands of Fonthill with all messuages and buildings thereon together with the right of way appurtenant thereto and leading from the said Power Station premises to the said Pump House premises held in fee-simple (with other premises not now belonging to the Vendors) subject to the yearly rent of £16 reserved by Indenture of Conveyance dated 28th July, 1899, made between John Godley of the first part, Cecilia Julia Godley, wife of the said John Godley, of the second part and the Dublin and Lucan Electric Railway Company of the third part and to the covenants by the Grantee and conditions in said Indenture contained.

(c) Goods-yard and premises at Lucan in the Parish of Lucan and County of Dublin held free of rent.

(d) All that two rooms now occupied by the Dublin and Lucan Electric Railway Company portion of the premises of the Royal Arms Hotel, Lucan, in Parish of Lucan and County of Dublin held under lease dated 13th June, 1906, made between Mary Conlan of the one part and the Dublin and Lucan Electric Railway Company of the other part from the 25th March, 1906, for the term of 30 years at the yearly rent of £14 and subject to the covenants by the Lessees and conditions in said lease contained.

(e) All that and those the strips or pieces or plots of ground being part of the lands of St. Lawrence situate on the south side of Lucan Road in Chapelizod County of Dublin held under Indenture of Lease dated 15th February, 1908 made between Robert Clayton Brown Clayton of the one part and the Dublin and Lucan Electric Railway Company of the other part for the term of 500 years from 1st November, 1907, at the yearly rent of £20 and with the agreements and subject to the covenants by the Lessees and conditions contained in said Lease and are delineated on the map endorsed on said Lease and thereon coloured blue and upon which said premises a railway siding and private path have been made.

4. All other property of whatsoever nature real or personal and all interests in such property owned or occupied by the Dublin and Lucan Electric Railway Company for the purposes of working the present Electric railway from Parkgate Street Dublin to the town of Lucan.