The Sun. — London, England, 1847-05-08 00:00:00

ham and Oxford Junction Railway Company had no power under an Act of Parliment to enter into the said agree ment of amalgamation and sale, and were therefore obliged to apply for a new Act of Parliament to carry the same into effect. That your petitioners believe that the issuing of the said sealed certificates was purposely delayed by the said directors of the Birmingham and Oxford Junc tion Railway Company, for the purpose of preventing a large and influential number of persons, who had purchased shares, and were bona fide entitled to and compellable to pay for the same on the issuing of such certificates, and who, to gether with the dissentients actually present at such meeting of the 4th of December, might have prevented the passing of the said resolution, declared to have been carried thereat, from attending and voting at such meeting. That your petitioners further believe that the said directors fixed the time for holding the said meeting of the 4th of December prior to the coming out of the said sealed certificates, and refused to adjourn the said meeting, with the same object and design of preventing such persons from so attending and voting thereat. " That the said agreement of amalgamation and sale so de clared to be ratified by the said meeting of the 4th of Decem ber, is wholly invalid at law and in equity, and is an excess of the powers granted by the Birmingham and Oxford .lunctiou Railway Act. "That it is essential, for the interest of the public as well as of your petitioners and their fellow-shareholders, that the Birmingham and Oxford Junction Railway should be made available for traffic which may come upon it from many other lines of railway with which it is connected, whereas the purchase thereof by the Great Western Railway Com pany wodld enable that company to exclude all other com panies of availing themselves of the same." This amendment, the Committee will recollect, was de clared to be last at this meeting. Now, Sir, hav i n g I occupied your attention so long on this p oint, will call your attention to the facts , w hich I am now about - to bring before you, and from the arguments which I will present to you, you will, lam sure, be of opinion, that the consent of the shareholders cannot be con sidered as taken on this Bill. Now, we shall pause to show what took place after, in order to prove that when the sense of the shareholders was taken, it turned out that the whole as a body, the whole mass of the share holders, were opposed to that which had been proposed to be dor.e by the directors. The petition goes on to state—. " That on the 27th day of February, 1847, an ordinary general meeting of the proprietors of the said Birmingham and Oxferd Junction Railway Company was held, which was continued by adjournment to the 18th day of March, 1847, at which four of the existing directors of the said company ought to have retired from office, and four new directors ought to have been then elected by the proprietors in their stead, according to the provision of th e Act of Parliament incorporating. the said company; but, although requested by the proprietors of such meeting to determine amongst them selves, as required by the said Act, which four of their num• ber should so retire, the said directors, both at the said meeting and the adjournment thereof, refused to do so ; the proprietors were thereby deprived of the right intended to be given to them by the said Act, of their electing four new directors, and by reason of the premises, the said directors then in office have, as your petitioners are advised, all become illegal directors, incapable of actin, in the affairs of the said company." The petition then goes on to allege, "That on the reqni!si don of . the sh treholders, end according to the provisions of the said Act. an extraordinary general meeting of the Birming ham and Oxford Junction Railway Company was called for the 13th of March, 1847." I stop for a moment to point out that under the operation of the Birmingham and Oxford Railway Act provisions were made for the purpose of holding ordinary general meetings, which were to take place on particular occasions. With re spect to extraordinary general meetings provisions are con tained expressly stating, that in compliance with the requi sition of a certain number of the shareholders, the directors shall be called upon to hold a special general meeting for the purpose of discussing such special subjects as may be brought before them, and the directors, in conformity with this pro vision, are empowered to convene such meeting. The petition statee— " That although the said directors were by the said requisition required to call such meeting forthwith, and might have called it on fourteen days' notice, they did not call the same till after a lapse of forty-five days, taking the utmost limit allowed by the Act." In this manner the directors endeavoured to thwart the views and intentions of the shareholders of the Birmingham and Oxford Railway. The effect of that was that a special general meting should have been called, under the provi siohe of the Oxford and Birmingham Railway Act. The petition then goes on to allege—and this is a point to which I desire to call the particular a:tention of the Committee— " That at such last-mentioned meeting, at which upwards of 33,000 shares in the company were represented, the fol lowing resolution was carried unanimously, with the excep tion of the said directors." Forty-five days had not expired (which period would have satisfied the requirements of the Act), yet there were thirty five thousand shareholders present out of the fifty thousand, and these were against the resolution of the directors. I am now about to call your attention to the resolution which was passed at that meeting without a single dissentient voice, excepting the directors themselves ; no single hand was held up against that resolution. The resolution was as follows—and this will give the Committee a pretty tolerable view of what was the opinions of the shareholders upon this subject : " That the- proprietors of this company, wholly disap proving of the proposed amalgamation of this undertaking with the Birmingham, Wolverhampton, and Dudley line, and the proposed sale of both concerns to the Great Western Company, and not considering themselves legally or equit ably bound by the proceedings of the meeting of the 4th of December last, h e ld i n d e fi ance o f t h e protest o f t h e share holders disqualified by the acts of the directors, the directors be, and they are hereby instructed not to proceed further with, bet to withdraw from, the proposed Bill now before Parliament for uniting the Birmingham and Oxford Junction Railway Company aodl and Dudley the Birmingham, Wolverhampton, Railway Company into one company, and for authorising the sa l e of the ßirmingham , Wolver hampton, suet Dudley Railway' and oth e r a r t v . f ha work s to to the Great Western Railway inpany z n thedire , %or a s be further instructed f ort h w i th to affix the seal to the petition n ow rea d against the company ' n a ) th s l to cause such petition to be presented to the House of Commons, and to oppose such Bill by counsel and ' witnesses and all other necessary means in both Houses of Parliament; and that this meeting do now Itietruct the directors not to take, but to oppose any proceed ings for or towards any amalgamation, sale, or leave, with or to the Birmingham, Wolverhampton, and Dudley Railway Corn pany, or the said Great Western Company, or either of them, without the further instruction of the shareholders. That the petition referred to in the said resolution was as follows:—` To the Honourable the Commons of the United Kingdom of Great Britain and Ireland, in Parliament as sembled. The humble petition of the Birmingham and Ox ford Junction Rail vay Company, under the common seal, eboweth that a Bill is now pending before your Honourable House, intituled, " A proposed Bill for uniting the Birming ham and Oxford Junction Railway Company and the B nthighatn, Wolverhampton, and Dudley Railway Company into one company, and for authorising the sale Ills , u the o nti gham, Wolverhampt on , an d D u dl ey and ther new worke, to the Great West ern Railway C•mpany.:' That your petitioners are adverse to the provisions of the said Bid, which affects their interests and professes to dispose of their property ; and desire that the same should be no further proceeded with, so tar as they are concerned. Your petitioners, therefore, humbly pray your H mourable Hou-e that the said Bill may not pass trite a law, and that. titer may be heard by themselves, their counsel, agents, and witnesses, against the preamble of the said Bit, and such of the clauses thereof as effect the interests of your petit loiters.' " Here now was a flagrant omission of duty on the part of the directors of this company towards the shareholders whose in terest they were hound to protect. " That the said directors, nevertheless, refused to affix the seal of the company to the said petition, and it was there tipmt resolved by the meeting unanimously, except the said directors, that Sir Harty Verney, Bart., and five other share holders, should sign the said peiition on behalf of the com pany. That the petition has accordingly been signed by Sir Harry Verney, Bart., and five other shareholders, aria has Lean presented to your Honourable House." Now you will observe that' according to that resolution the directors were called upon to affix the common seat of the company to the petition which was then and there drawn up, and it was the bounden and imperative dtity of the directors to affix such s e a l t o t h e pet i t i on. If they lead done so there wold have been an end of this Bill; there would be no question as to locus stanch' raised before the Com mittee; we should have been here with the common seal of the c etipanv, prohibiting the directors frcm promoting this measure. You would then have sent the promoters of the Bill from this Committee-room as soon as the petition was brought before you. Was it not the bounden duty of the directors, who are neither more nor less than the agents of the shareholders, at the meeting assembled, to have affixed the se.l of the company to this petition? They thought, however, because they were possessed of the seal, and because they roused to affix it to the petition, that therefore the petition would not find its way into that House, and the con sequence would be that this agreement entered into with the Great. Western Company by the directors, in opposition to the wishes of the shareholders, would be carried out. That petition is, however, before you, and I have the honour to appear i n behalf of the petitioners, who pray that the allegatioms container, in it will be taken into your most serious consideration. Had the common seal et the company been affixed, tiiii petition w.,uld be irretrievably fatal to the Bill. Is it, Chien, to have less aulwrity before the Committee, as expressing the opinion of the shareholders in resisting the proceedings of the directors, because, instead of the common seal of the coinpan.), the petition is signed by Sir Harry - Verney and other shareholders? I cannot see wby I should be called on to argue the case of my locus stanch before the Committee. I have an indisputable right to be heard, and to be heard successfully too, against this Bill; and I trust that the Committee wil!, when they have heard the remark., that I shall have to offer to them, be of the same opinion. " At the said meeting of the 13th of March, 1847, the fol lowing resolution was also passed unanimously, except the. said directors :--` That the directors be instructed to take measures for adopting and carrying into effect the proposals mad, to t hem in December last by the directors of the Lon don arid Nor h-Western Railway ompany, having for their object the use of this line by the Great Western and London and North-Western Companies, either upon the terms proposed, or some equally satisfactory basis of arrange ment, and tubing this that the line will be completed forth with. and kept i n d epen d ent o f e i t h er company. ' .sT evr, Sir, I would ask, can there be the slightest doubt that what passed that meeting was, in effect, the true sense of the great the slightest doubt tt of the shareholders? Can there be of the meeting of the 10th compared with the proceedings considered as the unanimous th of December, that this must be the shareholders? Observe representation of the sense of cember the only persons at that dijerence—on the 4th of De meeting were the holders of nne that could come to the not been issued at that time, scrip,be the sealed certificates had able to prove the allegations of the ese you observe, I shall be the trareactions which took place ir trion—that almost all is called transactions to be completed upon market were what sealed certificates. The person who paoentsthhe issue of the that way takes his chance of the stat e of his shares in at the time of the issue of the sealed certificates. cr t k et There is a vast deal of speculation .. in all these thin This sort of transaction is what is called " buying- for th em e coming out." In the interval the consequence is, that the man who has got his right to transfer is not entitled to hold the scrip, and the agent gets the sealed certificates. The holder or the scrip shares transfers his scrip to the man who has bought his right to be registered as a shareholder. Under these circumstances the holders of the scrip shares would be entitledTo — CO;c7there and vote. The directors of the company who held On the 12th of September 4,C00 ot the stares of the company, bad parted with 3.000 of them at a cousidaable premium ; they kept the scrip, and became entitled to vote in the right nd to the amount of the 4.000 shares which they previously held; and there were also num. r.ui other persons still holding shares in the Bir- ingliam, Wolverhampton and Dudley Railway who would be entitled to vote at that meeting. There is nothing, there fore, to satisfy you that the persons present who voted at the Meeting were, in fact, bond fide §hareholdera, and really en- titled to any permanent interest in the concern. There can , not be a doubt as to what was the case at the meeting held 1 on the 13th of March, because by that time the scrip certifi cates had been issued, and the 35,000 shares which were re presented at that meeting were held bona fide by bona' fide proprietors. This is clear to a demon stration, and the whole of these shareholders were unanimously in favour of putting a stop to the arrangements entered into between the directors of the company and the Great Western Company. Then the petitioners state, that at the same meeting they elected, as they were empowered to do under their Act, six new directors. Let us see what was done upon that. To give you a notion how far the pre sent directors can be considered as fairly representing the company I can show you how absolutely important it is to get at what is the true sense of this company, whose rights these directors are called upon to deal with, and so far as my Learned Friend can represent their presence here. Let us see now what the directors did. The six new di rectors, upon this same day, just before the general meeting, of which no notice had been given, adopted this step to frustrate the purposes of the shareholders in the course they meant to take. They had recourse to this miserable expe dient—they appointed a sub-committee of seven of their own number, and transferred all the powers incidental to the directors, without a single reservation or exception, to this knot of seven, so as to prevent the possibility of the appointment of six new directors having the slightest effect upon the councils of the body. The resolution passed at that meeting was as follows : "That although the six new directors were so chosen by the said meeting on the 13th day of March, 1847, yet their election is rendered wholly inoperative, in consequence of the twelve directors who were in office before the said meeting, having at a meeting of themselves, on the said 13th of March last, before the holding of such meeting, passed a resolution 'n the following terms 13th of March, 1847—Resolved, that Messrs. Munta, Matthews, Shaw, Spooner, Freer, Symonds, and Barlow, be appointed a committee, of whom three shall be a quorum, for the purpose of entering into such contract or contracts as they may deem necessary or pro per, for, or in reference to, the making, maintaining, and com pleting and furnishing the Birmingham and Oxford Railway, and the works and conveniences connected therewith ; and for the purpose of doing all such acts and things as in their judgment may be necessary and proper for enforcing, procuring, and obtaining the performance and execution of any such contract or contracts, or any similar contract or contracts already entered into by and on the part of the company, and also for the purpose of making and enforcing the payment of calls upon share holders in the company, when and in such manner as the said committee, or any three of them, may deem proper; and also for the purpose of conducting and managing any Bills or Bill already or hereafter to be depending before Parliament in any way relating to the affairs of the said company; and also for the purpose of either witndrawing any such Bills or Bill, or taking such steps as may be neces sary or useful for procuring the passing thereof, with such clauses therein as they, the said committee, or any three of them, may deem advisable, and also for the purpose of doing all such acts and things as in their judgment shall be necessary .or proper to be done by, or on the part of the company, in or towards the performance and execution on their part of the resolution or agreement already made between the Birmingham and Oxford Junction Railway Company on the one part, and the Great Western Railway Company, and Bir mingham, Wolverhampton, and Dudley Railway respectively or either of such companies on the other part, and for the purpo.e of enforcing and obtaining the performance of such agreements respectively, and any other agreements already made or hereinafter to be made between the Birmingham and Oxford Junction Railway Company on the one hand, and any other company or companies, or person or persons upon the other hand, and generally for the purpose of doing all such Acts in reference to the affairs of the Birmingham and Oxford Junetion Railway Com pany as the directors thereof might lawfully do.' 'l' hat the effect and intention of such resolution is to cancel the appointment of the said six new directors, and to transfer the whole management of the affairs of the company to the committee thereby appointed. That of the seven members of such committee six are also directors of the Birmingham, Wolverhampton, and Dudley Railway Company, and two are directors of the Great Western Railway Company; so that the majority at a meeting of the quorum of such com mittee may consist of the two Great Western directors. That since the appointment of the said committee no meet ing of the board of directors of the Birmingham and Oxford Junction Railway has been held, although the affairs of the company are of urgent and pressing necessity. That by the said Bill the directors who were in office before the election of the said six directors are proposed to be continued in office until the completion of the works, or until the transfer thereof to the Great Western Railway Company. That if four of the said original directors had duly retired from office, and the shareholders had proceeded to elect four new directors in their stead, the persons who would have been new directors of the said company would not promote the said Bill." Sir, that is a matter of great importance, as it would be competent for the shareholders to elect six new directors; they should have elected four more in the place of the four who should have retired, so they would have had a majority, and this Bill would not have been permitted to be introduced by the company. I submit with the utmost con fidence that this is a matter which cannot be slightly treated, and upon which the Committee must, if they will allow me to say so, allow the allegations of the petitions to be proved, and I will take-the liberf.ty of saying this with a view to my present position, that every title, every iota of that petition must be taken as fact. lam prepared to prove the truth of the allegations to the very letter. I ask, then, whether I am to be told that upon some technical ground, some non-compliance with the formality of an Act of Parliament, that I am not to have a Incas standi before the present Committee, and to oppose the agreements which have been come to between the Bir mingham and Oxford and the Great Western Company, in express defiance of the wishes of their shareholders? The Act authorising the transfer of the line to the Great Western is founded upon the express condition that such transfer or lease can only be made by the consent of three-fifths of the body of a meeting, to be specially convened, for the purpose of taking the sense of the shareholders upon the subject. If then, 1 am in a position to show you that by the acts of the directors, whether by laches or by design, or any other cir cumstances, or by their carcessness in postponitrz to call the meeting at the proper time—whether, I say, in consequence of this the shareholders of the company have not been able to express their opinions upon the subject ; and more than that, since it has been positively affirmed that the sense of the body of the shareholders is adverse to the course which the directors have taken, I want to know whether, tinder these circumstances, I am not to be allowed to prove the allegations of these petitions ? You see, Sir, that if the case went no further than that—if the directors had not taken the proper steps to ascertain the true sense of the shareholders—if they had not taken the steps of the 14th of September, I should have been entitled to say that the body of the shareholders had not given in their assent to the proposition of the directors on the subject of the sale of the line to the Great Western Company. I may then say that we are entitled to be heard, on the ground that the mass of the shareholders—the proprietors of this line— dissent from this measure, but when I go beyond that, and show you that whereas the directors had taken good care that the sense of the shareholders should not be taken ; that the means of expressing their opinions were placed beyond their power; that the long interval of forty-five days was allowed to elapse without the meeting taking place, and when such a meeting did at length take place, that thirty-five thousand, out of the fifty thousand shareholders, without a single dissenting voice, opposed the conduct of toe direc tors,—when, I say, you find the whole body of the proprietary giving it as their opinion that the pro posal of the directors was fatal to their interests, that they were determined to proceeed with the petition to Parliament against the Bill—when they were determined under every circumstance to oppose the sale of the line—when they called upon their directors to affix the common seal of the company to the petition—when we have done all this, it gives us the power, beyond all doubt or question, to be heard before this Committee, and not only to be merely heard, but to be heard successfully; because I say, the directors did not choose to perform their duty by affixing the common seal to this peti tion. If they were prevented now from being heard, what would be the consequence of the adoption of such a course? In case these twelve directors, because they were possessed of the common seal of the company—if you give to the majo rity of these who may happen to be present the power of dis posing of all the rights and interrsts of those whose rights they are the mere representatives of—if we once allow the principle that the directors shall be enabled to care nothing, no matter however detrimental it may be to the interests of the shareholders, you give them an authority to come before a Committee of Parliament for any measure, no matter how preposterous soever it may be, or how much it may sacrifice the interests of those whose rig hts they are bound to protect, s i mp l y an d solely because they are possessed of the common seal of the company, and refuse to affix it to a petition, although that petition may be sanctioned by the great mass of the proprietors. I cannot conceive of any amount of fraud which could not be perpe trated by this means. They come here for the purpose of obtaining a legislative Act ; you pass the measure which they ask; in vain those beneficially interested, in vain the body of the proprietors, unanimously, and without a dis sentient voice, come to this House and crave to be heard against the Bill which the governing body propose to be carried out—though the measure never received the assent of the proprietors, and though they are endeavouring to carry it out by fraud or by misrepresentation. If the peti tioners are not heard what is the consequence? The Bill may pass on ex parte statements ; it may be that it ought to be sent up to Mr. Greene, to the Committee up stairs, a! , an unopposed Bill. It we are not to oppose it no person can there is no landowner, there is no competing company. . . „ . . The only persons to be heard against the Bill are the shareholders. If they should be refused to be heard against the Bill, when they come to be heard according to the somewhat tardy proceedings of Ithe Court of Chancery, the answer will be in vain, because the Bill of the shareholders seeks to interfere with the ma nagement of the company. The answer will be, the Legis ' lature has anti, ipatetl the decision by a strict enactment. The rights of parties are concluded for ever. Is that then a state ,of things to be endured ? If such were to be the case th e I effect, I fearlessly assert, would be most disastrous. The lonly remedy, except by going to a court of equity, and . praying that court to interpuse and prevent the proceedings, was to have come to the Committee. They have done so ; and the decisions which have been come to in the courts of equity, where they have also been taken, have, to a certain extent been conclusive in our favour. I assert this without fear of contradiction ; I say, the views now entertained by the courts of the highest authority in this realm are, that these four directors should have gone out, and their place been supplied by four others by election. These, with the six directors elected on the 13th of March, would have given a measure favourable to the interests of the share. holders, and prevented the measure from being brought forward. I feel, Sir, that these are matters to which the Committee will attach some importance. We feel that our only remedy is here, and I come here prepared to support it by precedents innumerable; and I am prepared to contend, that in point of principle, ifno precedent existed, the present is a case which calls fur one being made. It is clear our rights are to be invaded, our interests to be affected, and this all to be done without our consent and without our will. You will take into consideration the ground which --- „ r h e a h t e w n d e giveme. are without remedy if you pass the . . such a state of things would )n ought to be con clusivethat even upon that ground your demst, Bl T ll l , le antl t i alip t directors should have a bill in equity. They allege that the , on my side. Certain of these shareholders have filed gone out by a certain day in the month of February, and at a general meetin g appo i nted to take place in February a fresh election of directors was to take place under the provisions of the Act of incorporation. These directors, however, refused to go out. They remained in office- They are not then the P roper directors of the company. The shareholders complain ' of this conduct on the part of the directors, and they further say that these directors have sacri , filed their interests for certain sinister purposes. which the bill sets out. The Vi ce - Chancellor decides iu our favour the objects of the bill, that obj , tct bein to revent the directors from goin g on. The Vice-Chance g llor p decides in favour of the petition, and grants an injunction. That : • tion has been, however, reversed, and you will see injunction my .position. If that in- that remained unrevereed the directors could not that reversal actually fortifies • uction had junction ifthey had presumed to have do ne so, been consigned to a certain place of durance have they would of the orders the High Courtof Ch of ancery, have come here, or, for contempt What, then, was the judgment of the Vice-Chan ce ll or? I will show you that the spirit cf that judgment remains wholly nnreversed. It has been decided by him that those directors should have gone out, and application has been made to the Court of Queen's Bench for a mandamus calling on the directors to show cause why they remained in office contrary to the proyisions of the Act of Parliament, seeing that they ought to have gone out, and ought to have been no longer directors. The Vice-Chancellor says—(but I will not read the whole of it, I will come to the gist of the matter)—he says—(The Learned Cousel here read an extract from the Vice-Chancellor's judgment, for the purpose of proving his position). The Learned Judge granted the prayer of the petition before him, and an injunction to re strain these directors from continuing to act as directors for the purpose of carrying out the objects of the Bill. On the appeal to the Lord Chancellor, the Lord Chancellor most carefully guarded himself from giving any judgment on that tart of the case on which the Vice-Chancellor had given a decided and positive opinion. The Lord Chancellor reversed the decree of the Vice-Chancellor on a purely tecemical ground. He said that this was not a case for the interference of the court of equity, because the petition before the court was the petition of individual shareholders, and he could not agree that individual shareholders had the right to come to a court of equity to prefer a complaint against the acts of a body, except that these acts involved an individual grievance. If their case was that the acts of the directors of which they complained were acts not affecting themselves individually, being that they were not specific or individual grievances, but affecting the body at large, then the bill ought to be tiled, not in the name of a single individual, but in the name of the whole body of proprietors at large, and he expressly declared that if the bill were filed in that shape the court might entertain it. Farther, the Lord Chancellor said the prayer of the bill is to remove four directors from office, be cause they have not complied with the provisions of the Act of Parliament. Now, it is not the province of a court of equity to interfere at all on grounds relating to the frau chise. The Court of Queen's Bench exercised the exclusive jurisdiction in all matters of this kind. On the two grounds then that this is a petition of individual shareholders, for there were two or three persons shareholders of the company who were petitioners in the Court of Chancery, instead of the petition being in the name of the whole body, and as the matter complained of was not set forth as affecting them selves as individuals, but as affecting the whole body; and as the matter complained of with respect to the directors was a matter of franchise, the Lord Chancellor directed that the court of equity was not the proper place to come to, but he guarded himself most carefully against any in the slightest degree trenching on the decision pronounced by the Vice- Chancellor on the Act of Parliament. I have therefore un• reversed the decision of the Vice-Chancellor, that those four directors had ceased to be directors of the company, and that they should havegoneout. The shareholders elected fourother directors of their own who should have supplied their places. Now, Sir, I have the clear judgment of the Lord Chancellor, that the shareholders as a body might have filed a bill to prevent the whole proceedingS. They, however, took the wrong course—individual shareholders coming forward on behalf of the company, not in the shape as representing the company. I come back again, then, to the proposition that the Vice-Chancellor has most distinctly laid it down as a matter beyond a doubt in his mind, that by the true con struction of this Act four of the directors should have gone out in February. 1847, when the shareholders were entitled to elect four others, and they in conjunction with the six whom they had appointed in the month of March would have formed a majority, and at once defeated the Bill. When the Lord Chancellor threw out this intimation, that it was a matter of franchise, that being a technical question with respect to jurisdiction, we went to the Court of Queen's Bench, and obtained a rule for a mandamus, calling upon the directors to oust four of their body, and convene a meeting to elect four others in their place. That application was successful, and the rule was granted. I do not mean it to be supposed that I put this for more than it is worth. Ido not think it is necessary for my Learned Friends to laugh at this statement. I don't mean to say that the court granting a rule " nisi" is equal to its granting a rule " absolute." They must not suppose that I am so much of a ninny as that. The Court of Queen's Ber.ch has, however, said, that they think it a matter worthy of censideration—they think it a matter for grave and solemn argument, in order to the de • cision of the question. I have, therefore, the Court of Queen's Bench taking that view of the subject, and so far going along with the views of the Vice-Chancellor. That is a matter beyond a shadow of doubt. There is another im portant ingredient in this case : suppose it should turn out that the Vice. Chancellor is right—and I apprehend that a decision like his is worthy of some consideration—it does not, I think, deserve to be treated with that sneer and ridicule which my Learned Friends seem inclined to throw upon it, instead of meeting the arguments of the case, as they ought to do. The decision of the Vice-Chancellor is unreversed. It is a fair presumption at all events that the decision is right until it is reversed; we are entitled to place some weight upon that decision until we are told that it is not correct, or that it is set right by some higher authority. The Lord Chancellor did not do that, he expressly guarded himself against giving any decision upon the subject. What is,then, the state of things? You have the whole body of the share holders dissenting from the measures of the directors, and what is more, you have the directors actingin direct opposi tion to their wishes. Now, according to the judgment of the high and solemn court of judicature in this country, presided over by the most eminent equity lawyer of the age, it is de cided that these directors, by the construction of the Act'of Parliament, are not the directors of the company; they arc only a part of the company, appearing before you as the promoters of the Bill, and perhaps before another mouth passes over their heads, or still less, within the four first days of next term you will have the decree of the Court of Queen's Benbh confirming and making absolute the rule for a man damus. Now, 1 ask, if, undr such circumstances, we are not to be heard? Is it possible to present a stronger case in point of reason, principle, or expediency, or policy, or what should obviously prevail even over them, the course of the law as laid down by the greatest lawyers, supported by the views which another Court has taken, as a matter calling fur consideration ? • When, Sir, you come to consider all the facts cf the case, there cannot be a doubt that if you were compelled to exclude the petitioners, the case would be, to say the least of it, a most grievous injustice. We have taken this step, and we are prepared to prove all the allega tions in the petition, and in consequence of the views which the Lord Chancellor took, when he said if the bill was pre ferred upon the part of the shareholders, we should then be able to entertain it, what' did we thea do? By way of showing that we had no doubt as to what would be the issue of the case, we have convened by requisition a meeting of the shareholders con formable to the terms of the Act of Parliament. We have called upon the directors to convene a meeting to obtain the sanction of the shareholders to file a bill in equity conform able to the advice of the Lord Chancellor. If, then, we can prove these facts, is there any man who can say that the preamble of this Bill is proved? Can it be true, as stated in the preamble of the Bill, that the shareholders of the Bir mingham and Oxford Railway are desirous of amalgamating with the Birmingham, Wolverhampton, and Dudley Railway, and selling both to the Great Western ? The facts are all to the very contrary, except they lead you to believe that the company consists of these twelve directors, or that the seven who form the committee constitute the company, or the three, who are the quorum of the seven, or the two directors of the Great Western, who might form a majority, or of the two who form the majority of the quorum which represents the committee, who represent the twelve, who represent the company and all the shareholders. If they call this the company, why, of course, then they have a right to be heard, and we, I expect, nothing else than to be refused that hearing. But if by the company you mean the shareholders, not those who sold three thousand out of their four thousand shares, and who just kept enough to qualify them for the office of directors, —if you consider these the great body, of course we cannot expect to be heard upon our petition be for this committee on the present occasion. If, however, you look back to the 9th and 10th of Victoria, with the Birming ham and Oxford Railway Act, you will find that three-fifths of the proprietors may be present at such meeting personally or by proxy; but here you have the fact, that 35,000 out Of 50,000 shareholders declare that they will hare nothing whatever to do with the undertaking. The Act siates that the assent of three-fifths of the proprietors is necessary. I have got the dissent of more than three-fifths of the pro prietors: this I am prepared to prove. But I am not to be heard. Upon what ground am I to be refused ? Simply because the directors are in pos session of the seal of the company, and have refused to affix that seal to the petition of the shareholders— that because they would not issue the sealed certificates in time for the meeting which they had convened. Had they done so the present Bill could not, of course, have been allowed to go on. If, then, those facts are proved, what would be the result? Would you pass this Bill in defiance of the opinions of the shareholders? I know that a notion has gut abroad which perhaps the Committee may have heard, a notion that the Great Western Company had a right under the Act of the 9th and 10th of Victoria, to purchase that line; that it was the intention of the Legis lature that the Great Western Railway Company should have the Bill; and that we, the shareholders, are standing in the way. Turn, however, to that Act, and you will find that no such thing as that is contained in it. It is a mere permission to the shareholders to sell, and it is a mere permission to the Great Western Company to buy; or, it they don't agree to sell, to rent, or to lease, then all parties are to be allowed to do as they like. If the Great Western Company got a provision inserted ill that Bill, that in case no such transactions as sale or lease was entered into, that they would have the power of running over that line. All parties were therefore, left in complete state quo. When Mr. Russell was asked at that meeting whether the Great We-tern Company were prepared to lease or to purchase the line ; on that occasion lie said, " We have power already to use the line for all the purposes that we may require; but if you come into a new scheme and agree to be amalgamated with the Birmingham, Wolverhampton, and Dudley Railway Company, we will buy you. We shall then get you both. We don't want 3 our line • we want the Birmingham, Wolverhampt on , an d Dudley. In order to obtain the Birmingham, Wolver hampton, and Dudley, we will have no objection to purchase you. You know a great number of the directors of the Oxford and Birmingham Company happen to be either shareholders or directors in the Birmingham, Wul vethampton, and Dudley. They are, therefore, perfectly willing to enter into an arrangem en t, because they see that the Birmingham, Wolverhampton, and Dudley Railway, which was of less value in the m ar k e t t h an the Birmingham and Oxford, would be able to cone. nand in consequence of that connexion." The share holders of the Oxford and Birmingham Cempany, however, said "Stop a minute; we are not prepared to do it; we don't like to do so, and we will remain perfectly independent. While we remain an independent company, we shall have the traffic not only of the Great Western, but also of the London and North-Western Railway running over the line, and if you (the Great Western) will not buy us as an inde pendent line, why there are others who will. It we remain independent we shall get the traffic o! the London and North- Western, but if we sell to the Great Western we shall not get it. That company will exclude it." No human being can look to the Act of Parliament and say that what I have asserted is not true. The Great Western Company had power to run over the line, and no arrangement with the London and North- Western could possibly deprive the Great Western of that right they had so mitered, but subject always to this right so acquired by the Great West e rn Company ; but it remained open to the Birmingham and Oxford Company to make the best terms they could with the London and )4 r ortli-Western Company, or to remain independent and secure what traffic they could for themselves. That being the case the shareholders had a right at the meeting held for that purpose to object to the 'im posed arrangement with the Great Western Company. But the Great Western Company say that your directors entered into certain arrangements with us; and the answer is that arrangement is not a binding one, for it was not entered into with the consent of the proportion of three-fifths of the shareholders, as required by the Act of Incorporation. The position of the parties, therefore, is this—if the agreement entered into between the directors and the Great Western Company, on the 12th November, is one which the Great Western Company has a right to enforce—if that agree ment is binding, either in law or equity, they can go into a court of equity and enforce the performance of the con tract, and compel the shareholders to come to Parlia went to obtain the sanction of the Legislature for the union of this company with the Great Western C ompany . It is clear th at the directors have exceeded their powers. he directors h a d power given to them, when they asked for their Act, to constitute the Birmingham awl Ozford Com pany. They had power which entitled them either to let or sell the'line to the Great Western Company, if the proper proportion of the shareholders assented to such a proposition, but we say they had no power whatever to amalgamate with the Birmingham, Wolverhampton, and Dudley Rail way Company, if the Great Western Company sought to en force their contract. That would be met by the answer, that the directors of the Birmingham and Oxford Railway had exceeded their power, and had been acting in defiance of the wishes of the shareholders, and had sacrificed the property entrusted, to them by the Act of Incorporation. If that argu ment were used, the Great Western Company would be un able to enforce their agreement by suit in any ordinary court of law or equity, and in the next session would be compelled to cone to Parliament for new powers to carry out their Act. But, if before that question can be discussed or decided, you pass an Act which will effectually sanction the object of the Great Western Railway, the theory is settled, and no steps that can be taken by the shareholders to set aside the pro ceedings of their directors can then be of the slightest use to them. Ido say that, under these circumstances, to proceed to legislate and determine upon this question would be—and I say with it due submission, and with unfeigned sincerity —I do say that it appears to me that it would be the most flagrant violation of all the fundamental princi• pies of justice. This is a matte r i n w hi c h you cannot legis late without interfering with the rights of individuals. It may bs, after a due consideration of the whole ques tion, that you may come to the conclusion that in cer tain cases you are called upon, on grounds of public necessity, to look over private i n t eres t ; b u t sure l y for the purposes of this Bill such a conclusion is nut required. The object of this Bill is to enable the directors to dissolve the present company, and to transfer their int e rest to another party. This is manifestly a Bill i n t ro d uce d f or th e purpose of interfering with private interests existing under an Act of Parliament already s anct i on i ng i t. C an von dou b t of the result of passing this measure? I admit that in the case of an individual shareholder, that shareholder, not being satisfied with the acts of his governors, would, of course, be bound by the acts of the majority ; but surely there never was such a case brought before a n y C omm i ttee as t h e pre sent. Here are twelve directors, the very legality of whose office has been called in question, and been de cided upon in courts of law and equity, and still these twelve directors have the hardihood, for 1 cannot call it by any milder term, to retain thems e l ves i n o ffi ce , an d come to Parliament for a Bill seriously affecting the interest of the shareholders. The shareholders being adverse to the measure, surely then it does not lie in th e i r mo u th s to take up a techn ical objection, and say you shall not appear under the seal of the company. I should at least have expected some precedent from them. These are such powers, I will say, that if no precedent ex isted for the adoption of the course whi c h I propose , you ought to take the initiative, and I will end eavour t o s h ow you that in point of principle and Justice, and in point of pre cedents, that the shareholders have a right to be heard in this Committee upon the present occasion. The precedents were those of shareholders coming to oppose an original Bill brought into Parliament, and for the purpose of constituting a company, and in such cases the petitions have been very properly rejected, and for this simple reason—if a man signs his name to a contract, under which he binds himself to assent to an application to Parliament for the purpose of obtaining certain conditions, with an end to the execution of certain works, that such a person should not be allowed afterwards to come forward and say, I, as an in dividual, object to that being done, to which I, as an indi vidual, had given my sanction to be done, or should go to Parliament to obtain powers to perform. This, however, is not such a case as that. I will allude, with the permission of the Committee, to various authorities for the course which we are now proceeding to take. I will go back as far as the year 1844. If we had searched the records of Parliament further back no doubt a number of more precedents might be found. The question as between shareholders and directors has been very much opened and brought out by the vast number of companies that have been established since that time, for the purpose of forming railways. I can find, however, a considerable number of pre cedents for the course which I now propose to take. I find the Midland Railway Consolidation Act ! in that case there were three Bills sought to be fused into one, they were the North Midland Railway, the Midland Counties Railway, and the Birmingham and Derby Railway. This Act was brought forward in the session of 1843. The Committee upon that Bill reported that they had heard counsel on the petition of Mr. Jessop, a shareholder in the Midland Counties Railway; that petition set forth that the objects sought to be obtained by the Bill would be injurious to his interests as a shareholder. There was also a number of petitions of share holders its the company against the Bill, for whom my Learned Friend Sir J. Bailey appeared. There was also the petition of several miners, colliers, and others interested in the line, who opposed the passing of the Bill ; the whole of which pe • titions were referred to the Committee, and reported upon by them. There was also a petition of Lieut.-Col. Blane, a di rector of the Birmingham and l - irby Railway, stating that he disapproved of the amalgamation of these companies, the same having been brought about by improper means, and the effect of it would be prejudicial to his interests as a shareholder of tbat company. Counsel were heard in support of the several petitions. Mr. Austin, Mr. Sergeant Wrangham, and Mr. Edwin James, appeared for Cul. Blane. Mr. Dorringlon was the agent. CHAIRMAN—Was there any objection taken to those peti tions ? Mr. COCKBURN—You may depend upon it, Sir, that wherever you see our friend Mr. Austin's name, if any objec tion can possibly be taken, he will be quite prepared to take it. Tice next case is one taken in the same year. It is the Eastern Counties Railway Bill. The object of the Bill was to transfer the North-Eastern line to the Eastern Counties Company. In that case petitions were presented against the Bill, and the allegations in these petitions were considered, counsel were heard thereon, and clauses were inserted pro tective of the rights of the shareholders. CHAIRMAK—What was the object of that Bill? Mr. COCKBURN—The object of that Bill was to effect the lease to the Eastern Counties Company of the railway and works of the North and Eastern Counties Company. In fact, it was a Bill the object of which was to authorise the letting on lease to the Eastern Counties Company of the works of the North and Eastern Counties Company, and the petitioners in the case were shareholders of the Northern and Eastern Counties Company. They stated that the amalga mation would be prejudicial to their interests as share holders. What I wish to show is, that shareholders not consenting to the sale or amalgamation of the company were heard in opposition to the views of the directors, they being willing to amalgamate with the Eastern Counties Company. This showed that the shareholders were entitled to come forward and complain of a sale which might affect their interests, and they were heard in opposition. CIIAIRMAN—I don't think that they complained against the preamble of the Bill. Mr. COCKBURN—With great submission, I do sot see that that can make any distinction in ir.3- argument. The share holders come forward and say " We oppose the passing of this Bill." Whether they opposed the preamble of the Bill or not does not matter. The allegations in the petition were considered, counsel were heard thereon, and a clause was inserted. CHAIRMAN—It appears to me that they appeared in oppo sition to certain clauses. Mr. COCKBURN — Perhaps you are right, but in point of principle it is the same thing; for if the shareholder can be heard against any part of the provisions of the Bill, he can surely be heard against the Bill at large. It is hearing one part only, instead of the whole. In the one case he has an objection to the whole, and in another to a part of the Bill. If it is in accordance with the principle or practice of this House to prevent me being heard against the whole Bill, why should I be allowed to be heard against a part? The question which we are now to discuss is a question of locus staudi. The ques tion is whether certain parties have a right on the substantial distinction as against the Bill to be heard. 1 will now call the attention of the Committee to the report of the Com mittee of Inquiry upon the Garukirk, Glasgow, and Coat bridge Railway, in the yoar 1845. In this case petitions were presented, complaining of certain extensions• as calculated to be injurious to them. The allegations in this petition were considered by the Committee, and counsel were heard thereupon. That, Sir, is of considerable importance. That was the case of a Scotch Bill. Now the pertinacity and pugnacity—l say this without meaning any offence to any Scotchmen—with which counsel, agents, and all the parties on Scotch Bills struggled was well known. We have two or _hree inure Committees at the further end: of the gallery, and I can assure the Committee that all parties do fight the thing to the very bone itself. I am sure that if such objection could have been taken with any propriety or any chance of success, the counsel concerned in this case, and the agents, would have been sure to have taken an opportunity of making that ob jection. But, at all events, there is another opportunity for the shareholders being heard against the Bill. Then again there was the Newcastle and Darlington Railway (Brandiing Junction). Lord Woraley reported on the 30th of May, 1845, that they had heard the petition of the Rev. Robert Greeen, a shareholder in the Northumberland Railway, who objected to the power of selling the Brand ling Junction to the Newcastle and Darlington Rail way. Couuael were heard in support of his petition, and an arrangement was come to with the petitioner and promoters of the Bill. It is often the case that parties, in course of a discussion, compromise the matter, and come to some terms with the parties, in order to save further expense and trouble. In that case counsel were heard upon the pe tition, and the Committee would have reported upon the matter, had not a compromise been come to between the parties. The petition, however, was referred to the Committee, Then there was the report of Committee on the Taff Vale Rail way on the 12th of May, 1844. The object of that Bill was to make a short deviation of a branch, and to raise additional capital for that purpose. A petition was presented from the holders of certain shares in the capital stock of the com pany; they objected having an additional sum raised, and that the works of the line extended beyond the works authorised to be constructed under. the Act. Then there was a petition from the Glamorganshire Canal Company— counsel were heard in support of the petition. Then, again, in the report of the Glasgow Junction Railway, Mr. Ellice reported that they had heard counsel on the petition of certain shareholders of the Glasgow, Paisley, Kil marnock, and Ayr Railway against the purchase of thepro pose.l line, as it would be injurious to the property which they possessed in that railway. The Committee made a spe cial report to the House upon the subject of allowing the petition of shareholders to be heard against the Bill. In the case of the Dublin and Enniskillen Railway, my Learned Friend Mr. Whateley appeared for the shareholders of the company. Perhaps my Learned Friend will recol lect the circumstance. Then, again, there was the case of the Great Western Railway in Ireland, at which Committee Mr. Thomas buncombe presided. The question was there discussed, and it was decided that the shareholders should riot be heard against the Bill. But mark what was the result. There were competing parties in that line, not, as in the p resen t case, depending up on mere er-parte statements. After the Committee sat for a week they sent for the counsel, who had been excluded. Now, I put this as a pretty strong illustration of the irnpolicy of laying down a general rule for the exclu sion of parties under such circumstances. Now, lam per fectly aware that such cases may be said to stand upon their own merits; I state them in order to show to the Com mittee, upon the authority of these preceden ts, that even though a general ru l e may be laid down , it is not always Ware against th e Grand Junction Railway, in 1831. The convenient to adhere to it in the discussion of these questions. Then, again, there was the Colchester and Stour Valley Railway. That railway wanted to purchase the navigation. Mr. Forbes Mackenzie in this case a , l l i o n s ivoend of the this hi s io There was the decision o f L or d Brougham in t he case cf (p pperestoith,nheorlstllog a weight.hig high be heard b y counsel. position and station, The case which came before his L or d s hi p wa s the case of an individual against the board o f directors which had will be entitled to some for its object to restrain them from going beyond the powers which they possessed by the Act of ;Parliament. It was the case of a sin g l e shareholder against the acts of the directors. What said Lord Brougham ? His Lordship said this—and I beg the Committee to bear in mind these words :—" Although I may be disposed to support the injunction I will not interfere and restrain the pro ceedings of a public company. It belongs to Parlia ment to legislate and to interfere with all matters of this kind, I can see nothing to preven t that body so dealing with itself in the manner so complained of in the petition, and asking for an alteration in its own constitution i indeed, of this there is no doubt," ilia Lordship went on to stit4 that he would not grant to a single shareholder as against the company any injunction; if he were to do so, there was not a single individual who fancied himself aggrieved with the 1 proceedings of his directors but would appear before that tri bunal where, by his agents and counsel, he might oppose the Bill passing into law. " Was not that (said his Lordship) the old and constitutional mode and regular mode of procedure ? If this Bill is listened to every time a new Act is applied for a single individual who might choose to differ from the rest might come before the court and obtain his injunction. I for one will not assist in encouraging such litigation. The proper place for persons to oppose will be before the Committees of that Legislature before which the Bill is placed." That, Sir, is the proper place for persons to seek to be heard by their counsel, their agents, and their witnesses. That this autho rity is entitled to some weight is clear, because we have the present Lord Chancellor refusing individual shareholders the relief which they pray, on the express ground that, in another place. before a Committee of the House of Commons or House of Lords, they might appear in support of such cases. I ask, then, what are all these cases to which I have referred your Committee, compared with that which is now under your consideration ? In all these instances we have a few V dissentient v shareholders objecting to the course about to be pursued, and these all pray •to be heard in their individual capacity against the direc tors of the body of which they were members, on the ground that they had certain rights vested in them by existing Acts. lou cannot, therefore, deprive them of their rights; but if shareholders are to be set at defiance by directors retaining possession of the common seal of the company, they would be enabled to do so, and might proceed without the sanction of the shareholders. In the present case the body of directors were proposing to do something which was beyond the scope of the power vested in them. The shareholders consider that this ought to be prevented. Can anything offer a stronger case than this, where the directors come to this House for power to do that which is beyond the scope of their Act, and against the wishes of the direc• tors? The shareholders in this instance come forward and proclaim the directors traitors to their interests, and they say that, at tl.e only meeting where their voices could be heard, they called upon the directors to affix the corpo rate seal to the petition which was the result of their unani mous feeling. I now present with all humility, but with the most perfect confidence, toyou the petition of Sir H. Verner and five other persons, because the directors refused to affix the corporate seal to that which was in fact the petition of the corporate body. Unless that petition be heard, unless the allegations contained in that petition be proved— and I pledge myself to do so—except, I say, these allegations are heard, and you give the opper tunity of proving the same, you will not . only be doing a most crying injustice, and establish a most fearful and fatal precedent, and that, too, in:the face of all those precedents to which I have already called your attention, and which are weak indeed, compared to the case which 1 have now to present to you, you would allow, by such a cours,e, any directors who were in the possession of the corporate seal of the company to dispose of, without appeal, without the possibility of the shareholders coming forward to protect their rights and interests. Surely, Sir, that is a state of things you can never sanction, or for which you would not surely establish a precedent. For the purpose of my argu ment every allegation in that petition must be taken as proved. If they were proved, could you then pass the Bill? Would you so far interfere with the indisputable rights of the parties whom I represent? I cannot for a inomeit sup pose that you would do so. It would be a must mon strous thing. Can you, if this be proved, which is the foundation of my application—if these] allegations, I say, are proved, can you report to the House, of which you are so honoured a member, that the preamble of this Bill has been proved? Can you report that it is the desire of the share holders that the preamble of this Biil should be reported as ?roved, and that it is brought forward with their concur rence. Sir, lam prepared to show you that it is not so. If those facts and allegations contained in the petition are to be proved, how are they to be proved? Are they to be proved by ex parte statements, or are they to be openly met by the shareholders at once before this Committee? But when you find the directors, from the beginning of the concern evidently to avoid an opportunity for taking the sense of the body at large, postponing the issue of the sealed certificates, and at the last moment, taking care to call the meeting at such a time as they could command the majority—when you find them refusing to postpone the meeting, in compliance with the unanimously-signed requisition of the shareholders —when you find them taking care not to issue the sealed certificates in time for the general meeting—when you find the directors refusing t,t go out of office, so as to give legal opportunity to elect others—when, on the 13th of March, the shareholders did what the directors could no longer prevent them from doing, namely, appoint six directors who would be willing and careful for their interests, —when, I say, you find these other directors doing all they could to make that election a mere mockery and a delusion, by the appointment of a committee, by delegating the whole functions of the directors to that Committee nominated by the directors themselves—the directors of that new company, of which they had been charged by the shareholders as guilty of selling their in terests to the Great Western Company—l am sure, Sir, you will not lend your sanction to a course of proceeding like this. They cannot suffer if my statement is proved. The Great Western were bound in right by virtue of what they have done, and there will be abundant opportunities hereafter for them of proving those rights; but if you now put the final seal of your sanction upon this nefarious transaction there is an end to the possibility of any justice in any court of law or equity afterwards being suc cessfully applied for on this subject. I submit, there fore, that upon the grounds of principle, upon the grounds of precedent, upon the grounds of justice, and upon the grounds of common sense, that we should be heard on this petition, and be allowed a lull opportunity of proving the allegations contained therein. But when, as is the case in the petition before you, this was only a want of the formality of the common seal of the company being affixed upon it, and but for which we should have an un doubted, an imprescriptible right to appear before you—if you refuse to hear us on these grounds, you will, then, by the misconduct of the directors—l can apply no milder term—refuse us an opportunity of proving these al legations. If the corporate seal of the company had been affixed to that petition we should, of course, be entititled to be heard; and, are we then to be refused in consequence of the mismanagement of the directors, by their rousing to perform the duties which devolved upon the m namely, that of affixing the common seal of this company to the petition ? Suppose that this were a question between this company and another, then that company which had a measure before Parliament affecting the interests of the first parties—sup• pose that the parties or directors of the company were en trusted—from some motive or other should refuse to affix the seal to the petition to Parliament, could it be said that the absence of a mere formality of the company's seal would be allowed to stand in the way of the company being heard upon the petition?? From the time I made myself ac quainted with the allegations of the petitions, and that the seal of the company had been improperly withheld, I thought - that it would be impossible for the Committee to refuse to hear the petitioners; and I thought it was impossible that they should not allow the parties to stand in the same position as though that which was necessary had been done, seeing that upon the petition to which I shall call your attention, all these matters will arise which is necessary to be brought before you. One single word with respect to the prayer of the petition. The petition is in the common form of petitions, and I believe all my experience warrants me in making the assertion, that the statement of the grievance is always contained in the body of the petition, and the prayer of the petition is in the usual form. If we are allowed to go into the petition the fate of the Bill will net remain long in suspense. The facts of the petition can all be proved. I trust, therefore, that you will not establish a fatal precedent in this case, and I trust that you will think that we ought to be heard in support of the prayer of the petition. The Learned Counsel having concluded, Mr. WHATELEY addressed a few observations to the Committee against the right of reply on the part of the opponents. The Committee then adjourned. OPENING OF THE CROYDON AND EPSON' RAILWAY. On Thursday Capt. Symmons, the Government Inspector- General, made an experimental trip over this newly-tormed line, in continuation of the old Croydon Railway to Epsom, by an extra route of eight miles, making the total distance by rail between London and Epsom a matter of about eighteen miles, though by the road the route is only fourteen. Its completion is a matter of pleasure to turfite, traveller, and tourist. Amongst those who accompanied the inspector were Messrs. Crowley, ,Schuster, and Nix, directors; Mr. Clarke, r d 1 l e o n o t f, ; m th t e rh. ecH manager;eol e o b d r , ae l d r . C c p. o ai n rrr. t :G a a c en t o o dr, r g , oe tatriedar Hawkins, .h k s nss t,sons;Starting Mr. ei n sgupferor im Pe n ttet the London-bridge station at eleven, they reached Epsom, stopping at various intermediates, in an hour. The distance is to be ordinarily done in three-quarters. The line abuts most con veniently on the town, and is about a mile distant from the race-course. The idea of making it an atmospheric line has been totally abandoned, and the pipes and pistons have been pulled up over the whole route. It is a perfect surface line, and full of delightful landscape, passing through and accom modating Carshalton, Sutton, Cheam, Ewell, and Epsom. The fares are to be—first class, 3s; second class, 25.; third, Is. 6,1. Extra trains will be run during the races. The inspector having expressed his perfect satisfaction with the condition of the works, the line will be opened on Monday next. The average cost has been about 200,0001., and the governing gradient is lin 100. There are no en• gineering points of note; the chief feature being a succes sion of some thirty neatly built bridges of divers elegant de signs. The line will eventually be prolonged to Portsmouth, forming the so-called Direct Portsmouth line. The company calculate upon having twice as much traffic in the race-week as they will be conveniently able to accommodate. The total traffic reckoned on is between 16,0001. and 20,0001. per annum, and the whole extent of line will be worked as part and parcel of the Melton and South Coast system. The trip passed off remarkably well, and the new route will be of vast convenience to those who may not have the neces sary amount of leisure to dispose of, or money to spare, so indispensable to the pleasures of the "road," in the old turfite acceptation of the term. THE TEN HOURS BILL. --- BRADFORD, MAT s.—Considerable interest was manifested yesterday by the factory workers of Bradford, as well as other places i❑ Yorkshire, at the receipt of the very gratify ing intelligence that the Ten Hours' Bill had finally passed the House of Commons by a large majority, and, in the even i n g, a meeting of the Central Short Time Committee was held, when the following resolutions were unanimously adopted That this meeting begs to express its most grateful acknowledgments to Almighty God for that he has been pleased to crown the efforts of its Parliamentary friends with abundant success in their endeavours to promote the adop tion of the Ten Hours' Factory Bill, which, on Monday last, was finally carried in the House of Commons by a large majority,—a decision at once in accordance with the require ments of justice, humanity, religion, and a sound com mercial policy, and one which calls for unbounded gratitude to that Almighty Being who has the hearts of all in his rule and governance. T. That while this meeting would make its chief acknow ledgment to Him by whom kings reign and princes decree justice,' it feels bound to express the deep sense of obligation it entertains towards all those ►iembers of the House of Commons who have through a long and fierce struggle main tained the cause of the poor and their children with such a degree of noble and disinterested fidelity, which is calculated to inspire in the hearts of the manufacturing population feel ings of the most unaffected gratitude." ALMACK'S.—The ball on Wednesday night con cluded the first set, and nearly three hundred personages of distinction attended. The second subscription commences on the 12th inst., and tl,e whole of the ladies patronesses have intimated that they purpose to be present on that oc casion. Prince George of Cambridge has arrived in Kil kenny to inspect the troops in the barracks, in his capacity of major-general _ RAILWAY COMMIrrEES, HOUSE OF COMMONS.-(YESTERDAY.) GIZOUP V. This Committee met at twelve; present, Lord Harry Vane, Mr. Gore, Hon. M. Sutton, Mr. Nice, and Sir E. _hinter. 'They were occupied with the Great Western ( \Vest London Extension) Bill clauses, which were read and agreed to. The Committee then adjourned till Monday. GROUP VI. ExzTzn, YEOVIL, AND DOIWNESTEZ. The re-examination of Mr. Locke was concluded to-day. ➢lr. Tite, architect, was then examined at considerable length during the remainder of the period of the sitting of the Committee. The Committee adjourned till twelve on Monday. GROUP XVIII. CHELTENELAIVI AND TRING. The Committee on this group met this morning at twelve o'clock, the Earl of Lincoln in the chair, when Mr. Himll,y, M.V., and several of her witnesses, were examined, to show the general advantages of the route through which it is in tended to pass. GROUP XX. The Select Committee appointed to consider the merits of the Bills comprised in this group, re-assembled at the usual hour this morning; Mr. Gculburn in the chair. BIIardirIGHALIYI AND oxleonD TETNCTION, AND 1132,1111NGZ113.LT, DUDLEY, E 3 TAD "%VOL- VERHADIPTON Aldrama• Gisaviam- ON. Mr. Coutinutor having made a few additions to the list of of precenents he put in yesterday to justify the application of the petitioners against the Bill to be heard in opposition to the amalgamation, Mr. litsatip: rose to reply. He commenced by stating that the petitions against the Bill had originated, nut only with certain shareholders in the Birmingham and Oxford Jung; ion Railway Company, but with that more influential and powerful body of persons comprised in the London and North-Western Company. Now the Committee would see at once that this was so when they recalled to mind the tact that the Birmingham and Oxford Junction Railway was passed by Parliament, Int- the purpose of forming a competing line to the London and North- Western. _ _ Mr. COCKBURN said he must object to the mode of argu ment his Learned Friend was pursuing. is Learned Friend had no right to go into matters which were not comprised in the petitions. The CHAIRMAN thought, if the Committee were to be guided by such a rule as that, they ought not to have allowed the Learned Counsel (Mr. Cockburn) to have argued the merits of his application at the length he did. Mr. COCKBUKIC would undertake to say, that although he did argue his case at considerable length, lie altogether re frained from touching upon matters which were not embraced by the petitions. Mr. BURKE contended that he had a perfect right to show that the Birmingham and Oxtord line was conceded as a competition to the London and North-Western Railway, and upon that understanding it was accepted by the original shareholders. Upon that understanding the original share holders had agreed to this amalgamation, and now, forsooth, a new body of shareholders, coining into the concern sub sequently to the passing of the Act, and subsequently to the agreement for amalgamation, came forward to ask the Com mittee to set aside the deliberate vote of the original share holders, because they were not in a position, either legally or otherwise, to object or resist that vote at the time it was taken. Mr. Communx was sorry to interpose again, but really his Learned Friend was going into matters not contained in the record. Mr. BURKE said he, with the view of saving time, would abandon that mode of argument. The Learned Gentleman, however, instead of fulfilling his promise, continued to argue that the Committee would be establishing a dangerous pre cedent if they allowed these petitioners to be heard, inas much as it would be opening the door to a new body of shareholders to object and frustrate the views of their predecessors. With regard to the question of the non-issue of the sealed certificate, it was quite clear that the possession of the sealed cer tificate did not give the power to vote. The law said nothing about the possession of a sealed certificate giving the shareholder a right to vote. That might be Stock-Exchange law, but the law of the land, as comprised in the Companies' Clauses Consolidation Act, provided that the shareholder's name being on the register of the company, and that only, gave the right to vote. Now the names of the petitioners were not upon the register of this company at the time this amalgamation was agreed to, and it was, therefore, quite clear that the directors could not have excluded them from voting. The Learned Gentleman then; proceeded to argue that this amalgamation was deli berately sanctioned by the original registered share holders of the Company in special general meeting assembled, according to the provisions of the law, but subsequently a new body of proprietors came in who objected to the amalgamation, and from that body alone this petition had emanated. He contended, therefore, that the petitioners had no locus standi in that Committee whatever. Mr. COCKBURN again interposed. His Learned Friend was making statements directly contradicting the allegations con tained in the petitions, which he had no right to do. The facts stated in the petition must he assumed to be correct for the purposes of the argument. The question to be discussed was, whether he had a right to appear on behalf of the petitioner who made such a statement of facts, and whether these facts were true or not, it could have nothing to do with this preliminary argument. The facts stated in the petition must be disposed of by evidence and not by argument. Mr. BURKE said, under those circums.ances, lie would take the sense of the Committee upon the objection. The room was cleared, and the Committee having de liberated for a few minutes, strangers were re-admitted, when The CHAIRMAN announced that the objection had been sustained. Mr. BURKZ then proceeded to defend the acts of the direc tors subsequently to the registration of the opposing share holders. Having argued the question as to whether the parties had a right to appear in law, he had only to state, in conclusion, that the directors had no desire to resist inquiry. Oa the contrary, they were anxious for it, but they were tearful, that if these petitioners were allowed to be heard, it would be establish ing a dangerous precedent, and it was on that account that they had felt it to be their duly to resist their appear ance. If, however, the Committee thought the petitioners bad the shadow of a right to be heard, the directors were prepared to meet them. Mr. MACA CLAY replied. His Learned Friend had argued in the latter part of his address as if this petition were the petition of a section of the shareholders instead of being in fact, in truth, and in substance, the petition of the whole of the company, solemnly agreed to in special general meeting assembled, and the directors had committed a fraudulent act in withholding the common seal of the company from the petition. That fact, however, did not alter its nature or its force. It was no less the petition of the company because it did not bear the common seal. In law and equity it was evidently the petition of the company, and no argument whatever could get rid of that fact. DECISION. The room was then cleared, and the Committee having re mained in deliberation upwards of an hour, strangers were re-admitted, when The CHAIRMAN said—l have to acquaint the parties that it is the opinion of this Committee that the pe itioners against this Bill, being shareholders in the Birmingham and Oxford Junction Railway Company, have no locus standi be fore the Committee. Mr. Muntz, the Chairman of the company, was then ex amined in favour of the preamble to the Bill, and the Com mittee immediately afterwards, without a moment's hesita tion, declared that the preamble had been proved. The rest of the day was occupied in going through the Clauses. The Committee then adjourned. GROUP XXII!, This Committee met at twelve ; Mr. liSackinnon in the chair. - SWANSEA. ITA.LIAMr. They were occupied with the clauses of the Bill all the day, which were read and agreed to. The Committee then adjourned till Monday. GROUP XXV. This Committee met to-day at the usual hour in Room 14 ; Sir Charles Lemon in the chair. MANCIISSTER, BUXTON, MATLOCIC, AND MIDLAND 317NCTION. The engineering evidence was continued by Mr. Bidder, civil engineer, who was examined at consider able length by Mr. Alexander, and cross-examined by Mr. Greaves, but his evidence was merely a corroboration of that given yesterday by Mr. Stephenson, and other engineers, as to the cheapness and superiority of the proposed deviation over the Parliamentary line. This closed the case for the promoters. Mr. Sergeant WRANGIIAM, on behalf of the Duke of Rutland, and 710 of the inhabitants of Bakewell, then opened the case of the opposition. He contended that the Committee should not sanction the deviation, otherwise a dangerous precedent would be established, which might operate very injuriously on future occasions on the interests of the public. Nothing but the total impracticability of con structing the old line on an outrageously enormous expense could justify such an application as the present, and he main tained that even o❑ the evidence of their own engineers nei ther of these points had been proved. Last year Haddon tunnel was considered practicable enough, and it was consi dered so by the Committee who had passed the Bill, and there was no change since in the circumstances to warrant such an opinion as had been expressed by Mr. Stephenson. He, therefore, condemned this assertion of impracticability as a mere pretence, and as put forth merely to serve the purpose of the promoters. The Learned Counsel, alter commenting on the engineering evidence and other points, concluded an able address by calling upon the Committee to reject the pro posed deviation. the T L he ea fo rn ll Bakewell, stated that eodweinogunmsietln,sesssteastewmeernetst:tn examined to confirm Mr. Taylor, banker and merchant, . e m l 3. r a et h advantageous as p - a a n r t l the Parliamentary line would be Bakewell than the proposed deviation. stated the be same less e u xe effect. stated that his m ill () S u r d Simpson, , b : t o t tt r o K a i - c s e p o i ni n n u e , r o , d e ° llAje b v7 , ll, t give t t l o ia h n iti t i h . e deviation, Mr. Darwent, Mr. Thornhill, of er o f B a a ld e was examined to show the d t h e i p s o w se o d u .t l o d well, 11 and the county generally were inhabitants of Bakewell superiority of the old Bakewell,line to the proposed one, as far as the con cerned. The Committee then adjourned till twelve o'clock on Monday. GROU XXVII. The Committee met at twelve o'clock in Room No. 32 ; Mr. Cardwell in the chair. GREAT NORTHERN (LYNN lE 2 :TENSION). Captain Laws, chairman of the company, and Mr. Fulton c ivil engineer, were under examination the whole day in sup port of the The Committee adjourned soon after four o'clock. GROUP XXVIII. The Committee on this group—Mr. T. D. Aeland in the c hair—met to - d a y at half- p ast three o'clock, to giv e th e i r d ec ision on the contest of the London and York and the Eastern Counties projec:ts,.between Spalding and Ne war k and P e terborough and I olkingham. The CHAIRMAN stated that the Committ ee were of opinion that the preambles of neither of the Bills were proved. GROUP XXXI. 50 7TB YORKSHIRE, DONCASTER, GOOLE, A ND PENISTONA (SHEFFIELD, ROIHER- H ang, BARNSLEY, NiTAREPIELD, HUD DERSFIES.D, AND GOOLE PURCHASE). This Committee was occupied in taking evidence as to the traffic in the Barnsley and S!lkstone coal during the whole of the day. GROUP XXXIII. LEEDS, WAILEXIIELD, AND MIDLAND UNCTION. The Committee met this morning at half-past twelve o'clock : Mr. Hope in the chair. Mr. TALBOT, Q.C., then proceeded to open the case for the promoters of this line, the Midland Company. He said the roam object of the line was to co rrect the or e in the North Midland, which, it would be within the recollection of the Committee, was projected marl yea rs ago , w hen railways were in th eir infancy, which wls suf f icient to render the errors in its construction per fectly excusable. The error to which he referred was the carrying o f the line by Methley to Leeds, leaving Wake field to be accommodated by a branch. He was old enough to recollect Mr. George Stephenson stating, hen)w the Nord! Midland was before Parliament, that Methey become, by the aid of the railway, one of the most important towns in the district, but the experience sd , sequently acquired had shown that these anticipations hr not and could not be realised, and that Wakefield should...Da_ placed on a main line running north and south. . 1- °' Learned Gentleman then entered into the comparative iner.its of the three lines projected with the view of accomatoclattld4, the district, namely, the above-mentioned :line, the l '"d s Dewsbury,and Manchester Railway (Extension to Walietiel ): would alit) con' and the Great Northern ( Extension to Leeds) , tended that that comparison was vastly in favour of his lin Railway possessed of furnishing railway linescommun!ca thm to the district. The lengths of tha three 10 , , 1 2 miles, from Leeds t,, W,,ketield, between two coMmon points were 5 follows : — The Midland project. 9* miles; tl:e Great orthertin.; and the Leeds and Dewsbury, let oiles'in the means being, as would be seen, considerably fn by avour. The line would form a junction at Wakeliel lid. means of forks, with the Manchester and Leeds, th,e 11 : 11 , 0 hind and the Pontefract and Goole ; it "" 1 " - A nd ass over the Calder, by Stanley, Rothweell, wid, Pearls parallel with the old coach road to ta le p l a ce calledan I:ailway, two miles from Leeds at a r ro d Stortonbridge, just between two points on the, f . between , Lea is and Pontefract ; its entire 1 0 '0 1 b 47e eight miles and a quarter, and the entire cost 400, 0 ° Crt tou t a worst gradient would be 1 in 91, for a distance of a ', - tha existing lines at Leeds. At , akefield, the quarter of a mile. It would also be connected witll.llo station would existing cost 12,00 U., would be erected in open ground , C od tiguous to the new market, wherei,e the Leeds la be Dewsbury line would cost 271,0001., and we ll lin e erected in a crowded part of this town' which 32, he c h Tk f idered most objectionable. The assents wou c ld enter the town by an incline of 1 in i t i s ad avour. T only petitioner against the li ne .% NA I es, who had petitioned against the other two It `he ail. as there were several farms between his house en d t o r ters way no residential injury would be done, and the pro go. had offered to refer the compensation to whic h he wi lting titled to arbitration. He concluded bv confidently tfri. that the Committee would pass the preamble of th e nurs ery' n Mr. W. Holdsworth, dyer, and air. W. Barrett, ._a ir,r3et: va s a telYmrli. viderp'teericiir, man, of Wakefield, were then called, and gave favour of the line. They considered it enainentlY superior, both as regarded stations and route, to the opposipg " The Committee then adjourned until MondaY• , GROUP XXXIV. • OLDHAM ALLIANCO• througho Evidence in favour of this line was continued the day. The Committee adjourned till twelve on genuas GROUP XXXI X. WEAR, VALLEY• t to' c la f,' The Committee to which this line is referred e t '- at twelve o'clock, in Room 9 3; Lord Charles • e the chair. 130 1 this bis Mr. TALBOT, on the part of the promot ers ° opened the case briefly. rais ed On proceeding with the evidence, a question was Sun to the validity of the opposition entered into by Is t. land Dock Company and by the Messrs. Backhu rs c leare d ' Some discussion arose, after which the rooni Ica La d de• On our re-admission we found that the Committee _OOl.Ol tided that neither the Messrs. Backhurst nor the Sun Dock Company had any locus standi. Traffic evidence was then entered upon. The Committee adjourned at f ur o'clock. GROUP XLII. WATERFORD,WEXFORD, and Nif )ockt Mfr. This Committee met this'morning at twel" ( c c " ts of tb d Tollemache in the chir, when the legal arguine opponents of the Bill a were again proceeded with. GROUP XLVIII. k ; Lor i This Committee met to day at twelve o'c4lc)c- Courtenay in the chair. 0 Sig CALEDONIAN AND DITMI3II3IIr,m- , r 7(13 0 .. .,,...- - , JUNCTION (DEVIATIONS 23 , 4 ; 130 - w DUNTOCIIEIt MIME-V/03 MS 11 ' ---- XING, &c.) ill s The case on behalf of this line was resumed. ,Aport B f l h r e . Scott, proposedt h e dov iaa o chairman, o,as ga o s e -e ce g s e sa n r e;a f l o e r v : h d o ene m e roir " ei nenl of r of the scheme. b b leb • Mr. Brown deposed to the value of the land , w set d ,wn at 3.6671. This was a very liberal were se frbis Messrs. Fisher, Binnie, and Buchanan examined as to the value of ' the ro ertv to be ta kBn. eed t° P • P - ld be reduced rear the value of the deviated line wou '2,012/ , . as compared with 3 7621 of last year. w ia Mr Rohs,' C r .'* examined " Weave-44;j tail in e Hobson, . ~, who was on re-called and went through the plans and sectionswouid be to show what house property and land and rolas affected by the deviated line. o'clock. The Committee adjourned till Blonday at twelve valuation;epo GROUP XLIX. in T th h e is c C h o a m ir. mittee met to-day at twelve o'clock; THE; CALEDONIAN (LEASE 08 Arir— OF aanitrh THE GLASGOW, 80.3114---,,,,,,,A5Cr0V1 NMELSTOIsT DIRECT AND SOUTHERN TERMINAL). the promoters. Mr. Sergeant MURPHY opened the case for the Glasg ow, He contended that the opponents , nameirno locus standi. Paisley, Kilmarnock, and Ayr ComP 3 "Y d Mr. CriPP5 ha after a discus. an Mr. ANDREWS, Q.C., shortly rePli'" i s i i l o a n p :- i l r i l i t c s l: involved technical rather than generally •were uns- The CHAIRMAN announced that the Committee . nimously of opinion that the opponents were entitled to sr !• pear upon their petition. The LEARNED SERGEANT then addressed the Co mmit shortly upon the general merits of the line. He argued W a interest this lease was only a part of the system that had heen' oll ; templated by the Barrhead and Nvilston in the very out °e " . The Glasgow, Kilinarnmk, and Avr Company had in their earlier and weaker days denied them an access to the Cly de ' and they were, therefore, forced in conjunction with W e i ,: of her lines which might be taken (as now represented by hat Caledonian) to incur considerable expenses in forming 1'; was now called the Glallow Sow twro Terminal .Railwsila'. Powers were given in the Act of the Barrhead C om p aq lease their line to the Govan and Polloc, but owing ti 9 0 - inadvertence the latter company, which was n ow inc from rated with the Caledonian Company, was restricted fr_„.. leasing it. The object of his clients was therefore ie evident, it was to carry out by this lease the origina l tentions of e projectors . The Earl th of Eglinton spoke to the general advantage: which the leasing of this line would g ive to the n artic' districts affected by the Caledonian Railway, and the natu . , o connexion with the Caledonian Railway. Arrangenlerng were pending with the Ardrossan Raiiway, but not' , definite had been agr ,, ed upon hitherto. a r lk a l n r. 4 . em Graham, tsof ca Parliamentary lednia agent, p s a i n a y , k a e to iensits.et. r tive featuress of the propose o d alliance with the liarrhe u a" other railways. Aig REWS with The witness was cross-examined by Mr. i e ., the respect to the terms granted to the var il , ) ," B ,T s - all n eged , of object being to show the tendency, as ef .'" lines Iron , the Caledonian to monopolise the di.'erenWortblessness the south to the north, and the Mr. Barston, director of the Caledonian, was subject o • pangof t h IN e . o p u r l e d t e r x e fi t u t i r h e a t t t b h e e n i r n o t t e e r e e t s e t d s a o g f a isnuscthwaeapowerful a similar course of examination. No other witnesses were called for the promoters. Mr. ANDREWS replied, and in res umin g the evidence, con" tended that a case had not been made out for the preamble. The room was then cleared, and, after a few minutes' cory sultation, strangers were called in, and • The CumnstAx announced that the Committee found tbe preamble not proved. The Committee then adjourned till eleven to-morrow. GROUP L. This Committee met at twelve o'clock; Mr. Bankes 11 2. the chair. "weir GLASGOW, EARRHEAD AND NEXUPA-- DIRECT. va voC% GLASGOW, PAISLEY, AND GEES.- Ill am E in N ati T on S Mr. ( l A lo M bso E n N 's examination admitted in wA:asNcolitiintdAthNistilorgeßnin);. to that, the present state of the money-market, Jo Lesmahagow branch might be postponed; but with rega l : r e the other branches and station accommodation, tioW Wit much required. The cost altogether would be about 140, i o ns Mr. Errington followed in corroboration of the Pre/t„4t witness. He believed the scheme would be of the grealilie benefit in supplying Greenock with coal from the AY/ 15 .,,.. „ 1 and Lanarkshire districts. The witness explain ed the 10, tare of the works, and the estimated cost in detail. . whole, with contingencies, would be about 150,000/. This closed the case. vise The opposition of the Renfrewshir e Road Trustees .„,0 reserved till the clauses were considered , should the P' pass. THE GLASGOW, EARRHEAD, AND WOl fr LET (BRANCHES). Mr. WECATELEY opened, the case for this Bill. lie plained that it was intended to connect the important 0 11 ,. nera l district of la u rlet and the manufacturing town of llarrhead with the port of Renfrew, and Glasgow and Pais ley. The Learned Gentlemen having explained the scheme i L t erixan mac,i t o o n c k o ifs s , o ihe k eh e sw t c o ha es t mh the eiwmi mainpt h or ß pt of traffic lie w o o f in detail, proceeded to call his witnesses. Mr. Craig anednTlAhinleer.craoll of ti the e iln e d s is f t o r r ic t t h . was a point of great importance. The Committee adjourned till Monday. GROUP LI. This Committee met at twelve o'clock; Sir John Buller in ,be chair. The Earl N of ° lll ß in ir to ll tho ß ug ß h rr t th rS e d n istric N t tliictt)he line wa s projected to accommodate was one of th e w most important line' agricultural districts in Scotland. He must su pport the a wholesome competition with the Caledonian line to Carlisle. The Duke of Buccleuch said he was prop rie t o r of Ohl,' I the e les of the route of the proposed line.e co ncurred in h evidence of the Earl of Minto ; the district was aim t.pi In o ii‘ r ei t ir a t, t i l l p t r oo f r o ut r gahnt agricultural teiiuet l evtaltloe y p t r h o eo d f u s r ot e hu , et a h n -E d wse f k o s t r . wt linehaeTsThwhoeeobojcl l s e n ie do m off a ne n ir ii i i facturers in the Teviot and other streams. from the way in which they proposed to cutectui°p.nabtliill; picturesque character of that valley and it would serious X o n f ite l r in fe e r j, e o with til the Glenlochie Tower, which be oould 11 ° C suffer to be affected. e preludingen g t in h e e er c o a f n t e h h e i e line,urestanida, thaensdvlioLlealgentogwtila branches, was 40 miles, 5 furlongs, and the total estimate, including the cost of stations, was 960,0001. Tll expense of making the line, exclusive :" stations, would be about 18,140/. per toile. The distance by this route from Ilawick to Manchestel showed a difference of 82 miles in favour of this line over the other sanctioned lines; and to Liverpool, a difference .ot 97 miles. The distance from Hawick to Newcastle, y o Berwick, was 110 miles ; by Ca, lisle, on the n o branch, 102 miles ; by the Longtown branch, 94 lair' The proposed lino would effect a saving of 74 mi le ! from Newcastle to Stirline - , a central point to all the Scotcl lines. From London to Perth the North British saved lw miles. totzt Mr. Miller, engineer-in-chief, said he originallY la rd d the North British in 1843, a line to Ilawic Which 1 ItS, branches to Jedburgh, Selkirk, &c., in 1845, rt:fA' sanctioned. A scheme identical with the present WAS it': down to Carlisle in 1845, except that there was a cow terminus there with the Caledonian. The courseof thelizaelf"" THE SUN, LONDON, SATURDAY MORNING, MAY 8, 1847 ,: ~