The Express.
London, England, 1851-02-26 00:00:00

THE ROYAL BANK OF AUSTRALIA.

Yesterday there was a numerous meeting of the
wee* interested to receive the decision of hie Honour the
Master in Chancery Richards no the claim of the North
bietieh Insurance Company of 27,000 f. against this estate,
advanced upon debentures to the directors of the Royal
Bank of Australia. Mr. Daniel with Mr. H. Harris appeared
ou behalf of the estate, and of Mr. Wryertste, the official
inmAg-r and Mr. Selwyn with Mr. Dube on behalf of the
North British Insurance Company.
Hie Ilearear, in delivering judgment, Maid—This is a case
of great importance. I understand that peennian' Interests
to the o strut of very many thoneende—l may almost ,IIV
hundred. of thousands—may be primarily ins olved in tlie
derision at which I have arrived; and if I am wrong
in that 41. eision, I am at least in hope that the super-
s ision of a superior court will enable me to
come to a more sound cone:Aydin% on any fu-
ture occasion where a question may arise of a
similar nature, and many of which must needs ensue before
me in connexion with the deed of writ: .turret of the Royal
Beek of Australia. I have listened with the greatest care
and attention to the reentireots uf the urned ceunsel who
have 60 ably conducted the case on behalf of their different
clients, and devoted an much time and remorelt in collecting
mat. rials and citing taste in enliven of their arguments,
and, after considering what has been adduced on all aides
I have arrived at the' conclusion that I shall disallow the
demand of the North British Insurance umlaute as nslideasi
rad Minh hat dem only. This juriedietion to nitres me
by 11 & 12 Vic., e. 45, sec. 71, whereby I am autharised to
allow, disallow, or allow as a claim only, such debts or de-
mands respectively, according to the nature of the case, and
of the prelie. adduced or exhibited before me. In the first
place, 100 nut consider the Winding-up Acts of 1818 and
1849 as acts passed tnr the benefit of creditor.; they neither
increase nor diminish their legal remedies, and, as I under-
etzmd them, they were intended more especially for the
benefit and protection of shareholders. It appears to me
that a legal tribunal is the proper place for arriving at
a sound conclusion on the various difficulties that have
arisen in this case, and it is because I wish to
leave the North British Insurance Company with-
out prejudice to recut to such tribunal that in the
present instance I allow the alleged debt of the North
British Insurance Company as a claim, to substantiate whirls
they can adopt the legal remedies within their reach, and
which lin no degree injuriously affect in en doing. Mr.
Selwyn, in his very able speech, opened his ease in a man-
ner most conducive to the interests of his client; he stated
a clear bona jide transuction surrounded by no extemal or
internal difficulties, and bearing un the iileC of it primary
evidence of a legitimate, plain, and business--lies trine:y:-
6mi, and had touch preyed in the result to have been the
case, I should have considered the subject in a very different
point of siew ; but after the very lengthened arguments,
and the different facts which have been brought to my
. notice, it appease to me that the transaceions of the mutual
directors of the Royal Bank of Australia and of the North
British Insuraniv Company are ie.:1,...,1 in unexplained
and suspicious eireumetaneee, which, sitting here, I hate n 0
eufecient or satisfactory means to unravel. 1 have inten-
tionally made use of the "mutual dirt:entre" of both
compauies, for the evidence leads me to the conviction that
all these transaction. must have been well known to such
mutual directors, and of which, by the terms of the
deed its lf, the shareholder* of the ltoyal Bank
of Australia were to he kept in perfect ignorance.
The 9th clause of the deed ..f settlement of the Royal Bank
of Australia hos naturally been brought to my attention, the
first portion of which settee that tin trade or.busiutes of the
company shall be that of hankers and of banking, and with
that restriction as to trading as bankers, gives the directors
Whatever
of a must extensive and almost unlimited nature.
Whatever ...pinion l may have innued on the interpret:46mi
of the claw. s of the deed which refer to the question now
before me, the view 1 take of the ease does not call upon
me to express that opinion. It is sufficient fur me to say
that grave and serious doubts have me:erred to my mind as
to the authority of the directors to borrow ineney at the
time under the circumstances and fur the purierem for
which they so burrowed (that is to say, fur the raising of
capital by these debentunas), and this the more especially,
as other sources are dielinetly poiuted out by the deed for
the purpose of raising capital. The same observation will
also apply as to whether, temp:seine they had enelt untie,
rity, they had duly exercised it, both in torn and sulatanee,
in the inanner justified and sanetiuntil by the provi-
sions of the deed ; but there are some unexplained
or suspicious eireurustances, to which I shall now
shortly allude, and which, coonnected with what I
have before stated, have intimme.el me to leave the North
British Insurance Company to its legal remedies as if that
company had leen dealing wilels w ith the Bunk of Australia
in their capacity as bankers. It appears to me, ut leant, to
require explasiatin why they handed un the personal
individual reeponrthility of all the bank directors for these
debentures, and this explanation has not in my opinion
been satisfiwtorily atforshel to me. The bills, too, given by
the North British Insurance: company fur the debentures
on the thee of them purported to be payable in London,
whereas by a secret understanding between these reciprocal
director, they were not to nigutiated until Mr. Boyd led
arrived in Sydney ; and again it has certainly made no
trifling impreesion on my ntiud that many of the directers
of the Royal Bank of Australia were aloes members of the
London beard of the North British Insurance Company;
the same solicitor acted fur both mirth:s and both employed
the same broken..
Mr. Dobie, solicitor for the North British Insurance

Company, said Mr. Webster was not solicitor for both
communes until a little afterwards.
Mr. 11. Harris, solicitor to the official manager—lle
was solicitor throughout, he says he did nut set at that time,
but he was solicitor throughout.
Ilis I lonour --Certainly this state of things must neces-
sarily have produced a great entanglement of interests, and
this transaction ought the ware vigilantly to be watched,
as 1 can by no means come to the eonclusion that the share-
holders of the Royal Bank of Auatrulia had either a know-
ledge of or acquiesced in the dealings between the two com-
panies. The establidon, nts of the two coin,oanies were in
the same street, accessible to each other at all times, and yet
the extraordinary course of Mr. Boyd's proceeding to Edin-
burgh to arrange sod carry out these measures was con-
stantly adopted, and this was not in any manner communi-
cated to the Loudon board of the North British Insuranc.:
Company. I express no strong opinion on these minters.
If I had decided not to have admitted this demand, even as
a claim, it might hose been incumbent on rue so to have
done, and perhaps to have entered more fully into
the case. In my view of it, however, it is only
necessary for me to expreat my opinion, that the
demand is at least so doubtful and so intricate
that I shall leave the North British Insurance Company to
its legal remedies. In conclusion, I beg to say that 1 have
given my best attention to the very learned and able argil-
menu of Mr. Mullet and Mr. lir.uuwell ; but, as I declined
to allow this demand altogether, I have not alluded to
them, because 1 hoc been most anxious that the matter
should go unfettered and unprejudiced to a court of law.
These are my reneous f.r giving my opinion ; and if I mu
wrong I shall have the satisfaction of knowing at least
that 1 have taken every pains in my power to arrive at a
sound conclusion.
After some conversation,
The meeting was made special, for the purpose of
settling the supplemental lists of the contributories. The
first name taken was that of Mr. Joseph Phelps Itohinson,
deceased, who was a director of this company, and who
went out to Sydney with Mr. Benjamin Boyd. Mr. Kahn'
appeared as counsel for the executors of Mr. Robinson, and
after a long technical argument his Honour decided upon
placing the executors of Mr. Robinson upon the list in re-
spect of 20 shares, being his qualification as a director, and
in respect 01100 further shares, which he had agArd to
take to `. place the business of the bank on a sufficiently
broad bans," but upon which 11..• did not pay.
The other case taken was that of the executors of Mr.
Meus, another director, which involved the question as to
whether the directory of the company had power to cancel
shares without the kuowlealge and consent of the share-
holder, who in this instance was desirous of taking advan-
tage of the act of the direeturs.
The proceedings were then adjourned to Thursday.

RAILWAY MEETINGS.

LONDON AND 13LACKWALL RAILWAY.

The half-yearly meeting of this company was held
yesterday at the London Tavern, Bishopsgate-street. J. N.
DANIIILL, Esq., took the chair.
The report was taken as read, having been some days in
the hands of the proprietors. It has been already given in
the Exprras.
The CHAIRMAN said the report contained matter of
very grave importance to the present and future welfare of
this railway. With regard to the present it showed that
the line was in a state of progressive improvement. It
dealt also in hopes for the future, and such as in his opinion
was nearer realisation than at any former period of their
historv. He begun with their junction with the East and
West •India Dock Railway Company, and although that
railway had only been about three months at work from
Camden Town, the director, had every reason to be satis-
fied with the t.atlic tLrown by it upon the Blackwell line.
Thee by this I.:cans came in connexion with the London
and North Wtsitern, and would induce good, to come on
the lilsekwall Railway without interfering with the large
passenger tragic of that company. Having a city terminus
of their own, tli.y might take advantage of such resources
without any extra expen,.e to then:melte,. The nee' question
was the Tilbury Fort Junction, by which they contem-
plated a lug ^..v scion of passengers on their line. They
had an eitensit ....,ainus at Blackwell, and the traffic upon
the line was very ex: cnsive, which could only become less
burdensome by u Licrease in the quantity of traffic brought
on the railway. Aare was another chance in their favour?
which was, that i.s ad of being losers by this scheme, there
was every prireect of their being very great gainers. (Ap-
plause.) As to the expones of the Blackwell Railway, the
directors had endeavoured to work it as economically as

eimakl be doom coasittently with the safety of the public.
(Applause.)
flasingansvrered various questions,
The CIIAIRMAN moved the adoption of the report, and
the declaration of a dividend of 2s. pie share on the paid up
capital on 100,131 shares, both of which were passed unani-
mously.
Mr. HEARD (the Deputy-Chairman) morel the re-ekc-
tiou of Mr. Daniell as director of the company, whic4
was agreed to.
The SOLICITOR then read the heads of the three bills,
vie., fur the North Gravesend Extension, the 'lepton-
square branch, and abr, tho, for extending the pow:rs of
the Illeekwall Railway Company.
The bills were approved, and a vote of tharilu was passed
to the Chairman and Dirt etors, when the meetiag ad-
journed.

LONDONDERRY AND ENNISKILLEN
RAILWAY.

Yesterday the halflearly general meeting of the
shareholders in this company was held at the offices, Cole-
man-street-buildings, for the rurpose of receiving the
directors' report and statement of accounts, and to declare a
dividend. The meeting was also made special to declare
the forfeiture of certain shafts. JAstri CLAY, Esq., M.l'.,
wu in the chair.

The SECRETARY curd the report, which states :
isMittlitibutraet foe tin portion of the line from Strabane
to Newtown Stewart has been taken by Mr. William
M.Cormick, and the works are in active progress. The
great reduction in the cost of railway works generally has
enabled your directors to contract for the formation of the
ten miles now in course of construction ut priers much lower
than could have been obtained had the works been executed
at an curlier period, while the terms of the contract are in
other respects equally favourable to the company. Looking
at the unquestionable security which this company is now
in a position to offer, at the fact of almost every, other rail-
way company in Ireland having, one after another, received
government assistance, and at the great public advantnges,
in regard to postal arrangements and other matters, which
would follow the opening of the railway to Omagh, your
directors confidently anticipate that a very short time only
will elapse before they receive such advances from the
public funds as will enable them at once to take steps for
completing the line. Your directors have to report that
they are already in possession of a very considerable portion
of the land for the lane to Newtown-Stewart ; and although
they regret that they are compelled in some instances to resort
to the powers of the act to obtain the land required, they are
much gratified in beiug able to state the very different re-
sult of their negotiations with the Messrs. lierilman, of Sion
Mills, near Strabanev through whose property the railway
runs for some considerable distance. By these gentlemen

your directors were met in a manner which deserver public
acknowledgment. The value of the land required was as-
sessr,d and agreed upon, when the Messm Merriman, of
their own accord, otfr red to remit the one-half of the prke
so fixed, and to take the remaining half in the paid-up stock
of the company. This land is now iu your possession upon
the terms stated ; and your directors kel that by the spirit
of liberality thus evinced, and the example ret to other.,
the Messrs. Ilerdman are entitled to the gratitude, not only

of this company, but to that of all the friend,' to railway ex-
teasion in Ireland. At the date of the lust meeting no de-
cision had been come to as to the scale of remuneration to
be paid by the Postmaster-General to this company, for the
conveyance of the Dublin mails between Derry and Stra-
bane, and although the amount awarded is not equal to
what your directors were induced to hope vet the increase
is very considerable, as compared with thel pr. virus re-
ceipts. At the last meeting you were informed that the
amount still due to Mr. Leishman was to be paid ut fixed
periods : since the date of the audit the whole balance has
been paid off. To the vacancy occasioned at the Board by
the death of Mr. Vandeput, your directors have elected
Julia Croy Esq., of the loner Temple. Your directors
have declared IV shares forfeited for non-payment of
culls; and it is their intention at an early period, to cause
notice of forfeiture to be nerved on all shareholder. in amir.
The traffic of the last half-year shows an improvement on
the corresponding one of the previous year ; but so long as
the railway is limited to Strabane, it is impossible, from the
shortness of the line, with a tidal canal running parallel
with it for the whole way, and from other causes, that the
traffic fairly belonging to it can be obtained for the com-
pany. The extension to Newtown-Stewart will in a great
measure remedy this; the rivalry, of the canal must then
Ira considerably affected, while the new districts accommo
dated by the line will secure for it a large amount of traffic,
now diverted through other channels. Your director; have
the pleasure to report, that the works have been resumed on
the Londonderry and Coleraine Railway, a portion of which
is expected to 13:: opened simultane nutty with your own line
to Newtown-Menial. This will doubtless tend also to
increase your traffic, which will be still further benefited
when both lines are completed, which may now be con-
fidently anticipated at no distant period, when they will
form a continuous line of railway of 70 miles, connecting
several of the most flourishing towns in the north of Ire-
land, having I.ondonderry for their centre and their port.
The utmost care has been taken to charge agabuit revenue
every expense connected with the muneoreineat, working,
repairs of rolling stock, and maintenance of permanent way
generally: and the traffic has tarn carried on without acci-
dent or interruption of any description. Out of the balance
now standing at credit of revenue account, your directors
recommend that the usual dividend of 5 percent. per annum
no the 121. 10s. half shares, be declared, and that 5001. be
now added to the depreciation fund."
The CHAIRMAN said the report had put the meeting
fully in possession of all the information which it was in his
power to give. The opinion which the directors always
had as to the prospects of the line remained unchanged.
They had had very considerable difficulties to struggle
with, and although they were not all surmounted, he (the
chairman) still entertained the expectation that the line
would not in the end prin.:: a di-sastrous one. (blean)
The resolution for a dividend ut the rate of five per cent.
on the half-shares having been carried, the question was
put as to the depreciation fund.
Mr. ARTIR It did not think it would be advisable to
declare a dividend upon the '251. shares, because the current
half year would be a trying one for the revenue, ten addi-
tional miles having to conic into play. A dividend upon
those shares, therefore, had better Ise deferred. On the
other hand, the depreciation fund was, in his judgment,
unnecessary. He had no hesitation in congratulating the
proprietors on the healthy and promising condition of the
company, and he believed the 251., as well as the 121. 10s.
shares, would become very remunerative. Their secretary,
for leis zeal and assiduity, deserved their warmest thanks.
(hear, hear.)
The CIIAIRMAN.—The directors do not express a very
strong opinion us to the expediency of a depreciation fund,
and they leave it to the meeting. Their secretary, be felt
assured, was fully entitled to the laudatory remarks that
111t1 been made, and the directors entirely concurred in
them.

After some further observations, an amendment was car-
ried iwainst the depreehttion fund, and upon the motion of
Mr. LIVER, an addition was Toted to the salary of Mr.
Hemming. Thanks were voted to the chairman, and the
meeting adjourned.