The Express.
London, England, 1853-09-05 00:00:00

taw inteilletaft.
coUltl OF CllANCEßY.—Cuipaunoz, ern. 3.
lianas tisci-Cnavesue a Mum
Tilt Sintitweliglit AND tltitetsolllAM RAILWAY CoM-
re• I r Till DlUnotuas or TdIC SAID CortrAmi Auto
Ord mei. •- J wounoer.
The heating of this ern wig ?teemed this morning. at tl.e
Csinbritige, the evening Pitting te Friday bay•
tug torte, principally occupied by the reading affidavits from
the whole of the defendants, and which denied in teto the
allegation• of she applicants fur the injuuction.
Several learned gentlemen on both ssdes having beea
heard,
His Milder, in giving judoment, said the court had to
consider the must important features in the cue, and the
mode is which it was presented. It was presented as a
bill on the part of the Shrewsbury and Birmingham
Railway Company to get their directors restrained from
actiag, and is smother &ease from dealing with the property
of the company, and eon effecting a re-production of those
evils which accrued from the course pursued by them in
1831. There was so doub: of the company bei.ig entitled
to maistaia • sat' against the directing body for conduct in
Osstriveatiem of the act of parliament, or contrary to the
trusts. reposed is them, but that was not the question,
which was, whether the bill should be sustained if it turned
out that a majerity of the body of shareholders were ad-
verse to the provecutf n• f the suit. Toe court had to con-
sider that it might tun out that the majority of
that body were willing to entrust the manage-
/motel their affairs to the body impugned by the bill, sad
opposed to suetalning the suit. A strong case must be made
oat to thv court fur the institution of • suit in the name of
the company without a previous meeting, and it must be
shown that the interference of the court only can prevent
the mischief which may turn out irreparable ; but, if such
• case were once made out, the court would not allow its
arm to be paralysed from such prevention. On the other
hand, the company might have sustained evils, bat not such
as, in the it judgment, were of such • natures* tojustily their
voluntary embarkation in a Chancery suit, which they might
be of musket would not remedy the evils or prevent their
repetinou ; in this case there could not be a more mon-
strous exercise of power by the court than in granting
an or er that the directors should not as such do certain
acts which the whole company, with the exception of
two ot three members perhaps, were within: they should
du, and to allow those two or three members to be sue-
ceeeful in using the name of the whole company for
their purposes. The court would see, before it committed
the company to any proceedings, who the parties were
who were (and perhaps with the best though erro-
neous intention) acting nominally on their behalf, and who
thought that the directors were not acting beneficially for
the interests of the company. The court was thus at once
delivered of • great part of the embarrassment which it
might have telt owing to the question of acquiescence by
the moue gee trust in the acts of the trustees. The court
intended to leave entirely open the question of acquiescence
' in this suit by the majority of the company, or their con-
donation of the past acts ot the board ; but what it said in
the meantime was, that unless it could be shown that
mischief was likely to accrue from the non-interven-
tion of the court, it did not think that in
this state of the proceedings it should make any
order whatever, but at the same time Mild
not help pronouncing a strong eondemnation of the conduct
of Knox. The Other parts of the case wen, happily, more
larour.etile. The court believed that the directors generally
were aware of the multiplication of votes by the transfer of
the trust shares, but thought also that they believed there
was an actual 1141, of those shares before tee Bth of May.
The court neat examined who the individuals were who,
atter such a lapse of time, came forward pro hoe vice, in
the name of the company, after thin lapse of
time, and the motives actuating them. There was
not the least doubt that Geach was ignorant ad
. the extraordinary proceedings of Knox, but he ad-
mits that he knew that there was fictitious To-
ng in 1831. Now he and Mr. Scott were the leading
advocates fur a union ot the Shrewsbury sad Birmingham
sad North Western Cempauiee. Mr. (leach saj ahe mad*
every effort at discovery, but was baffled by the officials of
the Shrewsbury and Birmingham Company, but be should
have availed himself of his power as a director and not
allowed bonselt to be so lulled without • reference to the
board fur that auistanee, which it would have been odd in-
deed if they had refused. lie admits he never applied, and
only accounts foe tiomapplication by saying be thought it
was no caw, and the court could not forget that he was pre.
sent at • board meeting where a resolution was passed
authorisirg the payment of the money for the
transfer sumps used in the creation of those fictitious votes.
Surely that was enough to put him on his guard, bat
he dues nut appear to hive asked a single questiou, and
yet on the evidence of (keen and Scott it is that the bill it
filed. Oentlemen who have allowed (conlesseely) the mat-
ters to slumber two years now come end call for the imme-
diate interference of the court and seek to bend at their
instance, the whole body corporate to a continuance of that
suit. Trio register would have shown what had become of
the company's alums, but Mr. teach never even sought
to see that, after too, the scrutineer, with whom
he must be supposed to have been in communication, said
he had ask. d for the register and could not get it. But
the scrutineer said that although he was satisfied there were
some fictitious votes, still he was satisfied that after striking
these if there would be • bona tide majority against
Ramo. (leach and Scott's party ; and the court thought
that to (hie net the non pursuit at inquiry might be attri-
buted. These consideratious relieved the court of much
embarrassment; and the only immediate d inger it
was calved on to avert was, with regard to the pro-
bability of a repetition of the undue tampering with
the shares of the company against the ensuing meeting.
The Solicitor I had put this matter in a very proper
way, saying that the opposite party had an object to attain
is 1831, and had had recourse to improper causes to achieve
it; that they had the same object in view now, so that
there was danger of the repetition of those courses. On
the whole, it was tolerably appereat to the court, though
not conclusive, that all the shires made use of to numufac-
tare votes is 1831, had been got back, and were now in the
hands of Mortimer, as the object of the isle to Mortimer
was to cover the transaction of the imprope r crea-
tion of votes. These shares were disposed of and
gone, but if they were not, whit could the court
dot Ile could not prevent voting on those abates,
bet scrutionn could see to the rejection ot votes in respect
of them alter they were given. The court dist not think
that the whole body of directors would now do what had
been done in 1851. It was sow known, what was the exact
number of shares standing in the name of the company, if
these eats dealt with in any way it would be immediately
apparent, and the queseoes would immediately arise,
" Where are they? What hu become of them ?"
Another question was, whether the court thought
fit wi.hout pledging the company to the seit
to make the directors give an undertaking not
to vote in respect of thou shares, and he should
have felt inclined to have done so but for the use which had
been made of the former one—a very improper use—in
reporting that it laid the partite giving it ender an obligation
not to require proxies ; bat, knowing as the directors now
did what the views of the court were, and what they were
likely to ben the company sanctioning farther proceedings
in the f the ass of those shares, he thought this
matter munt be left mit stands. He wished it to be under-
stood that nothing had taken plate there to create
or aggravate any prejudice by the company against the'
directors—that was • question entirely for the next meeting
—the madam of the directors would he canvassed at the
met election, and he thought it would be wont improper
If anything tic had said should be brought in. He WY not
quite satetied with the transaction as to the forty shares
'soh by Walker, Badger, and Kittery, but thought there
had been such re-transfer as would prevent thi ir being
voted for. Still the court could not pass the fact that those
shares bad been transit reed without any considera-
tion, and if an application to the court were made
by the whole body of proprietors, something might
De founded in the dealing in those shares by
those particular proprietors. Ile abonld decline
to make any order whatever, and the only question re-
naming was as to costs. Under the circumstances it would
be impossible to make the Shrewsbury act! Birmingham
Company pay costs, as it could not be known what course
the company would adopt, and it only remained to be con.
sigma whether the costs should be reserved al.ogether, or
made costs in the cause. The latter course would probably
save two discussions.
The SolicitorAleneral disclaimed on the put of his
client+, any knowledge of the statement made with regard
to the undertaking—the cost, were mad. costs in the cause
by general assent, and the court adjourned