into a conspiracy with the manager of a water appropriate action for the purchase of the company to foist its plant on the town at an waterworks. excessive price, the burden was on complainants, 10. SAME-INVALID VOTE-CONVEYANCE-PURin order to sustain such charge, to prove either a CHASE PRICE-OBLIGATION TO PAY. corrupt combination to do an unlawful act or

Where the vote of the electors of a town, to accomplish a lawful act by unlawful means.

at a town meeting, to purchase the plant of a [Ed. Note.—For cases in point, see vol. 10, water company, was void, neither the subseCent. Dig. Conspiracy, SS 1-5, 26.]

quent notice and acceptance of such vote by 3. SAME-CONSPIRACY TO DEFRAUD.

the company, the delivery of a deed, nor its Where the selectmen of a town, in consider

acceptance and recordation by the selectmen of ing a proposition to purchase a water plant,

a town, followed with a semblance of taking failed to publish or state their vote to buy the

possession of the works, passed title to the town plant in the warrant for a town meeting to con

or imposed on it any obligation to pay the stipu

lated price. sider the same, before the inhabitants were called on to pass on the proposition, and later

11. SAME-ESTOPPEL. it appeared that a majority of the voters did

Where a vote taken by a town purporting not favor the plan, such error of judgment on to ratify a proposal to purchase certain waterthe part of the selectmen was not, of itself, works was void, and the town thereafter not evidence of corruption, without proof of fraud- only refused to ratify the action of its selectulent conduct or an unlawful purpose.

men in favor of such purchase, but specifically [Ed. Note.—For cases in point, see vol. 10, rejected the same, the town was not estopped Cent. Dig. Conspiracy, $S 1-5, 12.]

by its acceptance of a deed by the selectmen,

followed by a semblance of taking possession 4. WATERS AND WATER COURSES-PURCHASE

of the works, to deny that title passed by the BY TOWN-CONTRACT_VALIDITY-FRAUD BY deed and that it was bound to pay the price. SELECTMEN.

12. QUIETING TITLE-CLOUD ON TITLE. Under Pub. St. c. 27, $ 27, and Rev. Laws,

Where a deed of a water company's plant c. 25, § 31, providing that a town cannot buy

to a town, which was ineffective to transfer the plant of a waterworks company without

title for invalidity of the proceedings, was rethe consent of a majority of its selectmen, the

corded and might constitute a cloud on any assent so required is the affirmative action of

title that the town might subsequently obtain, the selectmen acting as a board.

as provided by St. 1905, p. 492, c. 477, § 12, 5. SAME-EVIDENCE OF ASSENT.

the town was entitled to a decree of cancelSuch assent was not to be implied from lation, recitals in a clause in the contract authorizing

[Ed. Note. For cases in point, see vol. 41, the selectmen to execute a contract in behalf

Cent. Dig. Quieting Title, $$ 15, 16.] of the town; the board in existence at the time it was voted to make the purchase having 13. CONSTITUTIONAL LAW-DEPARTMENTS OF declined to assent.

GOVERNMENT - PROVINCE OF JUDICIARY 6. SPECIFIC PERFORMANCE — CONTRACTS IN

ENCROACHMENT ON LEGISLATURE. VALIDITY.

Whether the public interest would be served Where the vote of a town to purchase a

by conferring authority on towns to supply waterworks was void for failure of a majority its inhabitants with water is a matter for the of the selectmen to assent to the contract as

exclusive determination of the Legislature. required by Pub. St. c. 27, § 27, and Rev. [Ed. Note.-For cases in point, see vol. 10, Laws, c. 25, § 31, such vote was ineffective as Cent. Dig. Constitutional Law, $$ 129, 131.] a foundation for a bill by the water company

14. SAME-VESTED RIGHT-CORPORATE PRIVIagainst the inhabitants of the town to compel

LEGES-IMPAIRMENT. specific performance.

Where a water company was incorporated 7. WATERS AND WATER COURSES-PURCHASE

as provided by St. 1882, p. 101, c. 142, it enBY TOWN-ACT OF INHABITANTS-STATUTES. Under Rev. Laws, c. 25, § 31, providing

joyed no vested rights which gave it immunity

from competition by the construction of a muthat a town, by the action of its selectmen, ratified by a majority of its voters, may purchase

nicipal plant as authorized by St. 1905, p. 488, of any municipal or other corporation the

c. 477, though its property would probably be

diminished in value and its business might be right to take water from its sources of supply

destroyed by reason of the competition. or its pipes, or may purchase the water plant, etc., a majority of the voters of the town are

15. SAME-DUE PROCESS OF LAW. required at some period of time to either ratify St. 1905, p. 488, c. 477, providing for the or reject a proposed contract for the sale of establishment of municipal waterworks in towns ạ.water company's plant to the town, which con- supplied by private corporations, is not uncontract is unenforcible until so ratified.

stitutional as an appropriation of private prop8. SAME-ELECTION-NOTICE-WARRANT.

erty for public use, without due process of law, Where the voters of a town were called

because the establishment of such municipal on to vote on a proposition to purchase the plant

plant would necessarily operate to depreciate of a water company, the warrant for the town

or destroy the property of such corporation, meeting was the only authorized source to which [Ed. Note.--For cases in point, see vol. 10, the voters could look to ascertain what sub- Cent. Dig. Constitutional Law, $ 890.] jects were presented for their decision, and

16. WATERS AND WATER COURSES TOWN no valid action could be taken by them in

SUPPLY-ESTABLISHMENT - STATUTES — VAthe absence of a specified article in the warrant

LIDITY. covering such proposed purchase.

St. 1905, p. 488, c. 477, authorizes the 9. SAME – ACTION OF SELECTMEN — RATIFICA

erection and maintenance of an independent TION.

water supply system in towns supplied by priRev. Laws, c. 25, § 31, provides that a town, vate corporations, and sections 12, 13 (pages by the action of its selectmen, “ratified by a 492, 494), provide that in case of the organizamajority of its voters present and voting there- tion of an independent system, the supplying on at a town meeting,” may purchase the works corporation shall be left unrestricted in its of a water company. Held, that such section choice to continue in business or to sell to the contemplated that the question of initiative town which is required to purchase under cerpublic policy of purchasing the waterworks tain conditions which can only come into potenshould have been passed on by the selectmen tial existence on the initiative of the water prior to the calling of the town meeting, and company. Held, that such provision was conthat the selectmen had previously taken the stitutional.

17. SAME-CONTRACT --ACCEPTANCE-TIME. the case of the inhabitants of the town was

Where, after the acceptance by a town dismissed as to the individual defendants, of St. 1905, p. 488, c. 477, authorizing it to establish an independent water supply, an

and was reserved for the full court on other existing water company notified the selectmen questions of law. Bill by the water company of the town of its desire to sell its plant to dismissed, and decree for a cancellation of the town as provided in such act, the town was the deed granted, and affirmed as to the inobliged to act on such offer within a reason

dividual defendants. able time. 18. TOWNS-TOWN MEETING – VOTE-POWER. L. L. Scaife, Chas. F. Choate, Jr., and

The vote of a town at a town meeting, Jas. D. Colt, for town of Winthrop. A. E. rejecting, a proposition to purchase a water

Pillsbury and G. M. Palmer, for Revere company's plant, did not exhaust the town's right to again vote on such proposition.

Water Co. Dunbar, Rackemann & Brewster, 19. WATERS AND WATER COURSES TOWN

for Magee, Pope, Ridgway, Neal, and Clark. SUPPLY-PURCHASE OF PLANT-REASONABLE TIME.

BRALEY, J. The town having considered After the passage of St. 1905, p. 488, c. 477, it advisable to join several of its citizens as authorizing towns to establish independent municipal waterworks, the act was accepted by

defendants, who either when acting as mema town on July 19, 1905. Immediately there

bers of a municipal committee, or of its after the existing water company notified the board of selectmen participated in the negoselectmen of its desire to sell to the town, tiations, legislative proceedings, and an albut its proposition was rejected at a town meeting, September 25, 1905, after which a

leged contract of sale, all of which related second meeting was held November 23, 1905, to the acquisition by purchase of the comat which the town voted to buy. Held, that pany's water plant, their liability should be the last vote constituted an acceptance of the first determined. They severally as public water company's proposition within a reasonable time.

officers are charged with an abuse of their 20. SAME-CONVEYANCE-TIME.

trust by entering into a conspiracy with the St. 1905, p. 488, c. 477, providing that manager of the company to foist this plant after acceptance by a town of a water compa- upon the town at a price greatly in excess ny's proposition to sell its plant to the town,

of its intrinsic value. If thereby pecuniary the company shall complete the transaction by conveying its property to the town within 30 loss resulted, such conduct, if proved, would days, only provided a minimum limit of time, render them liable in damages, or to the and did not prevent the conveyance being ex- costs of any litigation in which the town ecuted and delivered after such time limit had

became involved by their corrupt action, as expired. 21. SPECIFIC PERFORMANCE-CONTRACTS-WA

they were bound to act in good faith for the TERWORKS-CONVEYANCE TO Town.

interest of their principal, and to buy at the Where a water company's proposition to sell lowest price for which the property could be its plant to a town had been accepted under St.

purchased. Boston v. Simmons, 150 Mass. 1905, p. 488, c. 477, requiring a town to purchase and the company to convey within 30

461, 23 N. E. 210, 6 L. R. A. 629, 15 Am. St. days, equity could decree specific performance of Rep. 230; Alvord v. Cook, 174 Mass. 120, 127, a contract in writing embodying the terms of the 54 N. E. 499; Emmons v. Alvord, 177 Mass. sale executed by the parties on a bill brought

466, 59 N. E. 126; Byrne v. Norcott, 13 Beav. by either.

336, 346. Notwithstanding the redundant [Ed. Note.-For cases in point, see vol. 44, Cent. Dig. Specific Performance, $8 195–197.]

verbal setting found in the bill, to sustain 22. SAME-ADEQUATE REMEDY AT LAW.

this charge the evidence must show either Specific performance of such contract will a corrupt combination to do an unlawful not be denied on the ground that there is an act, or to accomplish a lawful act by unlawadequate remedy at law by an award of damages

ful means. O'Callaghan v. Cronan, 121 for breach of the contract.

Mass. 114, 115. Upon a full examination of [Ed. Note.--For cases in point, see vol. 44, Cent. Dig. Specific Performance, § 6.]

the testimony while it reveals the existence 23. WATERS AND WATER COURSES-MUNICI

of great diversity of opinion among the citiPAL SUPPLY - ACQUISITION OF PRIVATE zens who finally became divided into two PLANT.

factions, one favoring the purchase at the Where a water company elected to sell its

price fixed by an hydraulic expert, who had plant to a town as authorized by St. 1905, p. 488, c. 477, and the town voted to buy, the

been employed by the committee, and the elements of compensation to be considered in other opposing such purchase, with the consedetermining the price to be paid should not quent engendering of much dissension and be determined, nor the amount estimated, un

partisan bitterness, it also fails to establish til title passes.

a conspiracy, or even dishonest individual Case Reserved from Supreme Judicial conduct. Beyond possible errors of judgment Court, Suffolk County.

accompanied by a strong bias leading them to Cross-actions by the Revere Water Com- support the advisability of their own action pany against the inhabitants of the town of

in making the preliminary agreement with Winthrop to compel specific performance of the company's manager, the defendants apa contract for the conveyance of complain- pear to have acted in this part of the transant's plant, and by the town against the action, as well as throughout the subsequent water company for the cancellation of a deed proceedings with fidelity, and for what they of such plant, given by the water company considered the welfare of the town. When and others and accepted by the selectmen of malfeasance by a public officer is charged. the town. In the Supreme Judicial Court motive may become an important element, and while pecuniary gain need not be behalf of the town, and the evidence is conshown, it is significant tħat the evidence clusive that the board in existence when does not disclose any advantage by way of the vote was passed declined to assent. office, or of public or private emolument, Atty. Gen. V. Eastern Railroad Co., 137 that either of these defendants might have Mass. 45, 49. See Murdough v. Revere, 165 hoped to receive in taking the course they Mass. 109, 42 N. E. 502. This precedent are shown to have pursued. But even if condition not having been complied with, their final action, when those in office sat even if the contract in other particulars was as a board of selectmen, in not publishing one which the town could make, the vote to the community, or stating in the warrant, was a nullity, and not only was the title of their vote to buy the plant before the quali- the company left unclouded, but no foundafied inhabitants were called upon by them in tion had been laid upon which a bill in equity town meeting to pass upon this proposition can now be maintained to compel specific in the form submitted, may be open to criti- performance. Smith v. Dedham, 144 Mass. cism, yet if at a later date in the opinion of 177, 10 N. E. 782. It, therefore, becomes a majority of the voters, the purchase was unimportant to consider other serious objecill advised, such an error of judgment of it. tions which would have to be removed before self is not dishonesty, nor evidence of cor- such relief could be granted, and the result ruption, without proof of connecting fraud- is that the town and the company were left ulent conduct, or of an unlawful purpose, unhampered from entering into subsequent neither of which is found. In an inquiry in- negotiations. Assuming without further disvolving personal motives and integrity, and cussion, that the appointment of a committee where nearly the whole of the oral testimony for this purpose on February 25, 1904, and is given by the implicated officials, as in the their conduct in the ensuing negotiations was present case, much depends upon the appear- within the scope of their authority, and that ance of witnesses, the manner in which they the vote to buy passed by the selectmen on give their evidence, and their apparent cred- March 13, 1905, was such official action by ibility; and these characteristics the printed them as to be a full compliance with the rerecord, however full, cannot reproduce. From quirements of Rev. Laws, c. 25, § 31, we come our examination of the evidence, which has directly to the point on which this part of the been fully reported, we find no substantial controversy turns. reason leading us to doubt the correctness of At some period of time the statute requires the result reached by the decree of the county that a majority of the voters of the town court, which fully exonerated these defend- which is to purchase, shall act upon the ants from all incriminating allegations. Ske- subject, either by ratifying or rejecting a hill v. Abbott, 184 Mass. 145, 68 N. E. 37. proposed contract of sale. The question now

In whatever form they may be stated by presented is to be distinguished from cases the averments of the parties in their several where under acts incorporating water supply pleadings, when freed from this entangle- companies a condition often is inserted that ment of fraud and conspiracy, there remain the town which is to be supplied may buy two important questions upon the decision upon certain terms, or where subsequent legof which the rights of the company and the islative permission is given to the municitown depend. They are, either for the com- pality to erect and maintain a competing pany to be granted specific performance of water system, unless the water company alan alleged contract of sale of the plant, or ready established elects to sell, as in Brainfor the town to acquire it by purchase under tree Water Supply Co. v. Braintree, 146 Mass. the provisions of St. 1905, p. 488, c. 477. Be- 482, 16 N. E. 420; Rockport Water Co. v. fore taking them up, the validity of an earli- Rockport, 161 Mass. 279, 37 N. E. 168; Iner contract of which the town asks specific habitants of West Springfield v. West Spring. performance must be decided, for if this is field Aqueduct Co., 167 Mass. 128, 44 N E. enforceable these questions become immate- 1063; Newburyport Water Co. v. Newburyrial. This contract with the company was port, 168 Mass. 541, 47 N. E. 533, and Glouexecuted July 22, 1884, and gave the option cester Water Supply Co. v. Gloucester, 179 of buying the waterworks with all connected Mass. 365, 60 N. E. 977. The general law, privileges at a price which was to be fixed however, is framed for the purpose of enby appraisers who were either to be selected abling towns to buy in the market if a barby the parties, or appointed by this court, gain can be made, and instead of commisand nearly 20 years after on July 14, 1904, it sioners being appointed to estimate values was voted to make the purchase. But at the and fix a price which is the usual method date of the contract Pub. St. C. 27, § 27, and provided by special legislative acts, the at the date of the vote, Rev. Laws, c. 25, $ 31, selectmen are given authority to act in beprovided that a town could not buy without half of the town, and to attend to any prethe consent of a majority of its selectmen. liminary details, and when they have reached To constitute such assent affirmative action a conclusion to report to the town, which by them as a board of public officers is re- then decides whether a contract shall be quired, and is not to be implied from the recit- perfected by its sanction. Ordinarily a board als found in the last clause of this contract, of selectmen would not enter upon such that they were authorized to execute it in inquiries or make an inchoate agreement to

buy unless directed by the municipality, but Braintree Water Supply Co. v. Braintree, ubi this precaution of administration does not supra. The word "ratified" as used in the limit their statutory power, although its exer- statute plainly means that when the selectmen cise well may be made by them to depend up- issue the warrant they are supposed to have on the will, previously expressed of a ma- taken appropriate precedent action, otherwise jority of the voters. The language of the there is no proposal of purchase in existence original act, which is St. 1870–71, p. 68, c. 93, which can be made the subject of ratification, required the “consent" of a majority of the and which by the ratifying act thereupon selectmen "sanctioned and ratified by a ma- becomes an existing contract. Locke v. Lexjority of the voters of the town," but this ington, ubi supra. See New England Dredgphraseology does not differ in meaning from ing Co. v. Rockport Granite Co., 149 Mass. the language of the last revision. Reynolds 381, 382, 21 N. E. 947.

381, 382, 21 N. E. 947. The cases of Harringv. New Salem, 6 Metc. 340, 343. Under ton v. Harrington, 1 Metc. 404, 407, and Geer either, the provisions of the proposed contract v. Fleming, 110 Mass. 39, on which the commay be first determined by the selectmen up- pany relies to sustain its contention that it on conference with the company, which, must was neither necessary for the selectmen to be presumed however, to act with full knowl- act before the warrant issued, or for the edge of the statutory limitation. Dill V. warrant to state that they had acted, relate Wareham, 7 Metc. 438; Wormstead v. Lynn, to the laying out of town ways. In the 184 Mass. 425, 428, 68 N. E. 841. But after performance of this function under Rev. this has been accomplished a contract of sale Laws, c. 48, § 71, the selectmen act as public does not become binding or enforceable until officers, and not as agents of the town, and ratified by a majority of the voters, and when as the way must be laid out, and the report this is done thereafter the contracting parties filed seven days before the town meeting at become respectively the water company and which it is to be accepted, this action need the town. In the prolonged consideration of not necessarily be taken before the warthe whole subject that ensued at numerous rant issues, but if not done within the statutown meetings, and elsewhere, after the com- tory time, the warrant is rendered nugatory. mittee had been appointed, it is plain from But even then an article must be inserted the evidence that the voters generally had sufficiently definite to notify the inhabitants become fully acquainted with all of the im- that they may be called upon to act upon the portant phases of the proceedings, yet as they subject. Jones V.

subject. Jones V. Andover, 9 Pick. 146.

. were not charged with constructive notice Both of these irremediable defects are found, from the record kept by the selectmen, ap- for when on March 1, 1905, the warrant for parently they had not been informed prior the meeting of March 16, 1905, was issued, to March 16, 1905, that the board finally had the selectmen neither had acted, nor did the decided to take the works at a price agreed warrant contain an article which under the upon between them and the company. Com. most liberal interpretation conveyed any nov. McGarry, 135 Mass. 553, 554. But what- tice to the voter that by his vote he was irever outside information they may have pos- revocably committing the town to take over sessed, and from whomsoever derived, the the property under a proposed contract of warrant for the town meeting was the only purchase which previously had been negotiauthorized source to which the voters could ated and accepted by the board of selectmen. look to ascertain what subjects were present- Because of this failure of the selectmen to ed for their decision, and no valid action act before they issued the warrant, as well could be taken unless there was a specific as its insufficiency, original authority was article covering the subject-matter. Grover wanting, as the town could not act except v. Pembroke, 11 Allen, 88; Sherman v. Tor- as authorized by statute. Rev. Laws, c. 11, rey, 99 Mass. 472; Whitney v. Stow, 111 Mass. $ 328. Parsons v. Goshen, 11 Pick. 396 ; 368; Reed v. Acton, 117 Mass. 384; Wood- Smith v. Stoughton, 185 Mass. 329, 70 N. E. lawn Cemetery v. Everett, 118 Mass. 363, 195. Consequently the notice by the company 365; Locke v. Lexington, 122 Mass. 290 ; of the acceptance of the vote passed at this Bloomfield v. Charter Oak Bank, 121 U. S. meeting, the delivery of the deed, its accept121, 129, 7 Sup. Ct. 865, 30 L. Ed. 923. While . .

ance and recording by the selectmen, even the warrant is not to be construed with tech- if followed by them with a semblance of taknical strictness, and intelligible notice is all ing possession of the works, neither conveyed that is required, yet an article which presents title to the town, or imposed upon it any obonly the general proposition whether a pur- ligation to pay the stipulated consideration. chase shall be made, but action upon which Meigs v. Dexter, 172 Mass. 217, 218, 52 N. E. does not commit the town to buy, is legally 75. If upon the entire evidence there is any distinct from a proposition of ratification question of law upon either of ratification, which if carried does bind the town. The or of estoppel by conduct, which we do not one presents for consideration a question of intimate, it is effectually disposed of by the initiative public policy, while the other upon vote passed June 8, 1905, whereby the town being duly voted by the town and accepted by not only refused to ratify the action of the the company creates a contract which cannot selectmen taken March 16, 1905, but also be revoked without the assent of both. specifically rejected the attempted purchase.

lished, the defendants property probably be

While the company, therefore, must fail in its a reasonable probability that two independeffort to have this deed declared to be a ent water systems could be supported, or that valid conveyance, and the town decreed to the town in reality never intended to build, make payment of the amount for which it but only to acquire the company's plant. But claims the property was sold, yet as the re- the very terms of these sections contemplate cording of this instrument may have the that the company may choose to sell, and if effect of clouding any title which the town it does, then the town must purchase at a lawfully can obtain under St. 1905, p. 492, c. valuation which if not fixed by agreement 477, $ 12, it is entitled to a decree of can- must be determined by commissioners. St. cellation. Rogers v. Nichols, 186 Mass. 440, 1905, pp. 492, 494, c. 477, $$ 12, 13. Newbury71 N. E. 950; Sawyer v. Cook, 188 Mass. 163, port Water Co. v. Newburyport, ubi supra. 74 N. E. 356.

If the privilege of taking water under the If no title vested, the questions raised by Metropolitan Water System within the territhe supplemental amendments to the compa- tory of which the town of Winthrop is situny's bill become immaterial, and the validity ated could not be exercised unless the town of St. 1905, p. 488, c. 477, must be next consid- first acquired the works of any water comered. The company contends that the act is pany within its limits, this furnishes no arguunconstitutional, while the town asks that in ment against the validity of the statute, compliance with its provisions, the company which makes express provision for the acshould be decreed to convey the property complishment of this purpose by the acquisitreated as an equipped system of supply. tion of the company's works if it decides to This act was passed to enable the town to sell. See St. 1895, p. 566, c. 448, § 3, St. 1898, supply its inhabitants with water, and wheth- p. 333, c. 392, and St. 1899, p. 306, C. 349. er the public interests would be served by The statute being found constitutional, the conferring such authority was for the Legis- town contends that a valid contract having lature to determine. Agawam v. Hampden, been made according to its provisions, which 130 Mass. 528, 530. It is manifest that if the company has failed to perform, specific an independent system might be thus estab- performance should be decreed. It, therefore,

becomes essential to determine whether such would be diminished in value, and its busi- a contract exists. After the act was acceptness perhaps destroyed by reason of the ed by the town on July 19, 1905, the company competition, but the company under St. 1882, under section 12, without waiving its claim eip. 101, c. 142, by which it was incorporated, ther as to the validity of the prior sale, or its enjoyed no vested rights which gave it im

contention that the statute was unconstitumunity from this contingency, or rendered tional, notified the selectmen of its desire to such legislative action unconstitutional. Pub. sell. By this action it took the position that St. C. 105, § 3; Commissioners of Inland if the questions within the protest were deFisheries v. Holyoke Water Power Co., 104

cided adversely, then the offer was an unMass. 446, 451, 6 Am. Rep. 247; Newburyport qualified proposal of sale which it must Water Co. v. Newburyport, 168 Mass. 541, make unless it elected to continue in business. 47 N. E. 533; Gloucester Water Supply Co. and which the town by force of the statute v. City of Gloucester, 179 Mass. 365, 60 N. E. was equally bound to accept. While accept977. Nor is legislation of this nature an ap- ance under the statute is neither limited in propriation of private property for a public time, or to any number of town meetings, use without due process of law under the yet it undoubtedly was obliged to act within fourteenth amendment to the federal Con- a reasonable time after the offer had been stitution. Newburyport Water Co. v. New- made, and as the rejection at the town meetburyport, 193 U. S. 561, 24 Sup. Ct. 553, 48 ing held September 25, 1905, did not exL. Ed. 795; Gloucester Water Supply Co. haust the right of the town again to vote v. Gloucester, 193 U. S. 580, 24 Sup. Ct. 557, upon the proposition of purchase, so the 48 L. Ed. 801. If sections 12 and 13 are second town meeting held November 23, 1905, eliminated, the act simply authorizes the erec- at which the town voted to buy was within tion and maintenance of an independent a reasonable period. Under the statute the water system, and these sections are now company was required within 30 days to made mandatory. By section 12 the company complete the transaction by conveying its was left unrestricted in choice, for it either property unincumbered by a good and sufficould continue in business, and take any risk cient deed. The action of the company in of pecuniary loss, or could sell to the town electing to sełl upon the statutory terms must which was required to purchase under certain be treated as voluntary, for it could have conditions, which only could come into poten- gone on leaving the town to establish its own tial existence upon the initiative of the com- system, but the offer having been duly acpany. Braintree Water Supply Co. v. Brain- cepted the town is prohibited by section 12, tree, 146 Mass. 482, 487, 16 N. E. 420. Of from taking such action. At this point the course, it can be said, that in whatever guise next necessary step is the passing of title the question may be put as to this freedom of by the company, which has not been done, choice, there was nothing else the company but there are no provisions found in the stateventually could do but to sell as the territory ute which prevent a conveyance being exeand patronage were too limited to afford cuted and delivered after the thirty days.