The Express.
London, England, 1846-11-02 00:00:00

tab) 'EnidUsing.

LAW NOTICES.—Tapia DST.
First D.,y of Mick,.ham Term.
Cora? or eIIANCICZY, Weitmimaer.—Appeal Motions—Toulmin v.
Copeland ; Chuck v. Cretins ;in re Fender. Motion an I Petition—
Andrews v. Walton ; Newman v. Ring.
Vica.CdAvel:LlAlV: Cur ors% WeAtlOnster.—Before Sir L. bluid-
welL —Motions. Sir I. knight ill not attend Court to-day.
Before air J. Nigro.—rorsytit v. Chandler, to be mentioned by
Order : and Moines. Com,-v—Campbell v. London awl Brighton
Hall-
way, part heard; Sayer. v. Oxon, part heard.
KOLL/. COURT, WeSt7lll.l.ter. —Motions.
The Courts of Queen's Bene, Common Plca.v, and Exchequer will
sit in Banco.

BANKRUPTCY COI.IitT.—SATURDAY.
Before Mr. Commi..ioner Shepherd.
IN RE THE THING, READING, ANI) BASINGSTOKE
RAILWAY COMPANY.—This day was fixed for tho proof of
debts and choice of asainees in the matter of this company,
whose alidirs have produced an extraordinary sensation in
the railway world, and from the commencegient to the close
of the pmccedinizq of to-day the court was crowded to excess.
Mr. Scrjeant Allen, with Mr. Ford as solicitor, appeared
for the shareholders; Mr, James, with Messrs. Hill and
Erma], for the bankrupt company ; and Messrs. Lowrance
and Plewa in support of the fiat, which was sued out by Mr.
Blunt, the engineer to the company.—Mr. Lowrance
handed iu the proof tendered by Mr. Blunt, the petitioning
creditor. . .

Mr. Scrjeant Allen said The course it es now proposed to
take is objectionable to the shareholders. It should first be
shown whether shareholders are or are not liable for the debts
to be proved, and the more so, as it was now proposed that
they should he proved at once against the whole of the com-
patty, there being by the act of parliament under which they
appear before the court no power to prove against the
separate estate of any individual member of the company,
and thereby treating the company as a corporate body, and
making the whole of the assets subscribed by the shareholders
liable to these debts, which, upon investigation, may not be
" debts " for which the shareholders may be rendered liable.
There is a difference in this case to that of an ordinary bank-
ruptcy, for in the !atter a demand may arise against the
separate estate, and it is p-oveablo against thnt estate ; but
here no such power exists, and it is proved against the body,
for it is not capable of being split. The powers of the act of
parliament (7 and 8 Viet.) pate us in this position, and,
therefore, your hummer must see that in point of fact any
debt that can be proved must be moved agninst the whole
bode. Sum osing this cmnpany to consist of 100 persons and
if a 'claim was made against 00, although the remaining one
received no benefit whatever, yet it would be proved against
the whole hundred.—Mr. Commissioner Shepherd: In ordi-
nary cases of bankruptcy one partner binds all the others.—
Mr. Serjeant Allen: Bnt supposing five of the company
(consisting of 20) had contracted private debts, not for the
general benefit of the partnership, they would he proveable
against the private estates of each of such five, while
in this case there mists no such power, and the debts
proveable against this estate, must be shown to be proveable
against the whole body. For the purpose of my objection I
shall assume a certain state of (seta. By the company's deed
and under which the shareholders are made partners, there
is a power of appointing persons to act as directors, and also
a power to vary or divert the intended line to a certain
extent. They have to cut a line from Tries to Basingstoke,
instead of which they cut a line from Paris to Rouen ; then
surely the debts contracted for the latter purpose would not
be provenble agniest this estate, although contracted for this
company by a company. Here the debts, however, were
contracted or purposes not authorised by the deed, ard
therefore the funds of the shareholders should not be made
liable to their payment, but to the individual directors who
gave otab-rs for the execution of such work. Now that
being as I assume, it will be too soon at once to proceed
with the proof of debts. Before proceeding to do so, it is
incumbent to prove that the debts so sought to be proved,
were contracted in relation to, and in furtherance of, the
objects of this company. You must have some evidence of
this. first, what was done at all; and if you do not find that
what was done was in furtherance of the views of the
company, then you would have no power to apportion the
payment of any part of the debts so contracted upon the
shareholders generally, though you would possibly upon the
estetes of the persons contracting them. Supposing any one
of the directors had ordered a coat, to appear respectable at
the table, bow then ?—Mr. Commissioner Shepherd: Oh, I
do not think that I should allow that, nor do I think that
Mr. Lawrence would require it. —Mr. Serjeant Allen : The
directors were getting Zit. a day, but, nevertheless, they
might want a coat. (Laughter.)
Mr. Commissioner Shepherd : That would not be allowed
to be proved.
Mr. Serjeant Allen : I was pointing cut an extreme esse
to illustrate the position I am trying to establish; and I
any that you cannot separate the private debts of the direc-
tors, for which the whole body arc sought to be made liable,
until you have further information. Slv objection, there-
fore, is, that the proof of debts is wholly premature, and
this, as I before said, is the first bankruptcy which has oc-
curred under this act of parliament, and it is most important
that due consuleration should be given to the proceedings
under it. They (the company), appear here only as a com-
pany; you have no power of splitting; and it is most im-
portant to show what has been done, and that the debts are
applicable to the whole company. We (the shareholders)
are, in point of tact, some of the bankrupts applying to you,
but we are in a different position to the directors, for wo
have paid all the money which is available under this bank-
ruptcy. The direct ,ra have paid nothing ; they have taken
shares and paid for none. Yes, perhaps upon five, just
for the look o: the thing. Your honour must see the state of
facts, and you, sir, have the power of giving us a certain ex-
tent of inAttigt nee. I therefore submit that you might do
great injustice by at once proceeding with the proof of debts.
Before any debts can be proved it must be shown what they
are for.

• • r. Commix Shepherd : It appears to me by this
first and second clause, tlrt the duty of the Court of sank-
ruptcy is to admix ist:r under this bankruptcy the joint-stock
property, and net to topch any private property. I now
proceed with the joint-stock property, anti if any creditors

can prove upon that, et How can I get at these preliminary
facts ?
Mr. Lawesnee here observed that he would do nothing but
what was practicable.
Mr. James: I was going to bring the attention of the
Court to the practical object of this meeting, and I am sure
that my learned friend, Serjeant Allen, is raising • shadow
for the purpose of argument. The course is quite plain, being
under the Railway Company's Dissolution Act and I do not
thir.k that we can entertain • doubt but that all parties who
executed the subscription oontract are made the bankrupts.
We are now in a court of justice fur a certain purpose, and
the question is not who has sinned, hut we are here for the
purpose of judicially carrying out the object of this act of
parliament If you leek at the first section of Lord Dal-
housie's act, you will see that all the parties who have entered
into the subscription contract see the parties liable to he
made the bankrupts under the 7th and Bth Viet., which
was the first act giving the power of making joint-stock com-
panies bankrupt.
Mr. Serjeant Allen : I do not dispute these facts.
Mr. James: I think my learned Mend will concur with
me in stating that we are now to see what is the practical
object of this meeting. The company was registered as the
" Tring, Reading, and Baaingstoke Railway Company," the
fiat was issued in that name, and none but the parties sign-
ing the subscription contract can be made bankrupts.
Mr. Commissioner Shepherd : But how arc we to arrive
at all this to-day ? The co-rpany are made bankrupt, and
are represented by three gentlemen.
Mr. James: Your Honour perhaps will hear me upon
that matter by and by, fur I cannot well understand how
they were made bankrupts at all.
Mr. Lawrence: The Lord Chancellor has decided that,
Mr. James.
Mr. James : I don't know that ; but, however, I am here
representing the gentlemen who acted as directors of this
company, and I should be very anxious to watch here to-day
that no private debt of any one of the directors be proved
against the whole body as • debt contracted by them, for
which they are liable as a corporate body.
Mr. Lowrance : I do not think it is necessary to make any
remarks upon the observations of the learned counsel, Mr.
James. With respect to Serjeant Allen, Mr. Commissioner
Fonblanque decided in the Forth Marine Insurance Com-
pany, that shareholders could not be heard except as bank-
rupts, and, therefore, the learned serjeant cannot be heard,
except he pleases to appear for his clients as part of the bank-
rupt company. We must wait till the proofs are tendered,
and then would be the time for Mr. Allen to make his ob •
jection. The only debts proveable are those contracted as
for the company, and by the pent ms who have done work for
the company. Certain questions have arisen between the
company and the shareholders, but with these we have
nothing to do. Supposing tt "e assets divisible under this
fiat are insufficient to meet the demands of creditors, your
honour may require the assignees, under the 20th clause, to
apply to the High Court of Chancery, praying that all neces-
sary orders may be issued, and to compel a just contri-
bution from the body or company to pay the debts and liabi-
lities of the company. Supposing the assets to be more than
sufficient to pay the debts. Then, as in a common estate,
where 20a. in the pound has been paid, the surplus will be
divided in accordance to the interests of the parties.—Mr.
Commissioner Shepherd : Then, by the twentieth clause, the
private property is liable ?—Mr. Lawrence: Yes. But not
in this court. In the Forth Marine Insurance Company I
appeared for the shareholders. They objected to the course
, taken by that company, and therefore refused to pay their
' contributions. Actions were brought against them, and
they were obliged to pay. Now, nothing could be more
beneficial than the making of this act of parliament. The
rights of the creditors arc saved by thin act ; fur it is quite
• clear that no creditor would like the expense of going to
Westminster to get • verdict, when he can come here, prove,
and get his dell paid.—Mr. James: Mr. Lawrence is quite
right ; but actions are now going on egninst the directors.
Mr. I.awrance : I have no doubt but what they will be
. stayed.—Mr. Scrjeant Allen: It is quite clear that I have a
lams strrndi here. This is not an insolvent company, like
• the Forth Marine, but will pay four times as much as what
can be proved against the estate, and I have not denied that
' we are bankrupts.
' Mr. Commissioner Shepherd: The way is, to make the
objection when the proof is tendered. if persons associate
together as a body, they are all liable for what was done,
I I have no power to grant your application, Mr. Allen.—
Mr. James : I should like Mr. Lae vines to prove the peti-
tioning creditor's debt.—Mr. Lawrence : I first hand in Mr.
, Hall, the parliamentary agent's debt.—Mr. Hall was ems-
' mined, and stated his claim to ho 3521. 17s. 13s1. He had ne
, objection to hie bill being taxed.
Mr. Serpent A len: To whom did you give this credit?—
Mr. 1E211: The company. The bill was addressed to the eons-
paity'e solicitur.—Mr. Serjeant Allen: At the earliest period
of the commencement of your bill, was this company in
existence ?—Mr. Hall : Well, that I can scarcely answer.
From a commun'eation which I received at the instance of
the Hon. F. H. F. Berkeley, I believe it was resolved that
my bill was to be paid. The mode of doing business was to
receive instructions from the company's solicitors.—Mr.
Commissioner Shepherd: If the instructions which come
from the solicitor are afterwards adopted by the company,
they (the company) are liable.—Mr. Hall : My partner at-
tended to the business. I cannot say that the work done was
in reference to a line from Tring to Basingstuke.—Mr. Scr-
jeant Allen : Now we can only get at this by the plans.
. Mr. Commissioner Shepherd: I must assume that this
work was done for the company, sod it is fir those who
impugn it to show that it was not, and that the Committee
' of Management exceeded their authority.
Mr. Serjeant Allen: Was not the line from Walsford to
Princes Wesborough ?—Mr. Hall: I cannot say.
Mr. Andrews, • clerk to the company, spoke to a resolu-
tion in the minute book, which was an entry in his own
hand-writing, by which it appeared that Mr. Hall had to
prepare the necessary documents to go to parliament with.
The plans were to be deposited before tho 30th of Novem-
ber. The proof was admitted.
The next proof tendered was that of Messrs. Dodd and
Smith, solicitors of Reading, for a balance of account of 1•50/.
Mr. Serjcant Allen said that the proof could not be ad-
mitted, because the claimants were merely the agents of
Hill and Everill, who not having had any authority from the
company for their special appointment, they alone must be
responsible for th e claim. After Mr. Smith had been examined,
Mr. Hill (the registered solicitor to the company), suc-
ceeded him in the witness-box, and stated that the minute
book had been in his possession. He had had considerable
experience in railway business, and it was quite necessary to
employ persons t o make up books of " reference." Messrs.
Dodd and Smith were empboyed in this work entirely upon
his authority, he, as solicitor to the company thinking it
necessary to do so. He (witness) had received '4,8001. from
tho company, in part payment of certain expenses. Mr.
James : Now, Mr. Hill, I wish to ask you if in charging the
company would you have brought into account before the
directors, the payment to Dodd and Smith ?—I think I
would ; the money (1001.), was paid by the private check of
Mr. Everill, Mr. Everill was next examined, and stated
that he had had an interview with Mr. Smith, at Reading,
who however refused to give up the books of reference with-
out the payment of 1501. on account. This he refused to
give, but consented to let him have 1001. He did not re-
member having laid Dodd and Smith's bill before the
board, though he might hove done so. Mr. Commissioner
Shepherd : Then I shall not admit this proof. Proof
rejected.
The proof of Mr. Blunt the petitioning creditor, was now
proceeded with. It was to the amount of 422/. 13s.
for engineering work.—Mr. Blunt was examined by Mr.
Lawrence : I am a civil engineer, and have had nearly forty
years' experience. My first interview was in January. I
then saw Mr. Prince, Richardson, Green (the secretary), and
Mr. Evcrill. They explained to me what they required.
Mr. Hughes had acted for the company and left them, there-
fore they could not go on. Their plans were deposited, bat
they felt incompetent to proceed any further. I then went
to work. I had seven men and seven or eight labourers. I
was in the field fur fourteen days, and was in attendance
before the Standing Committee for fourteen days also. I
first of all received 1501., then 1001., and • second sum of
1007. I now claim as balance 4221.—Mr. Serjeant
Allen : This is a largo amount, and I have
to apply that the examination betaken down by
the solicitor to the fiat. It was the practice so to do.—Mr.
Lawrancc said, that it was the practice at Birmingham,
where Mr. Sergeant Allen came from, to have a person spe-
cially appointed.
Mr. James said : This is not an ordinary tribunal, for
whatever is taken down is used in favour of the creditor, it
being by way of deposition. Before Mr. Commissioner
Evans and Fane certain evidence bad been taken down
which was not on the proceedings, and the parties had to be
examined over again. I will call engineer after enzineer to
show that he has done nothing at all, and what he has done
is worthless .—A solicitor here interposed, and arid he wished
to know whether there was any objection to the proof of
7.lepars. Biles and Biikbeck. _ _

Mr. Commissioner Shepherd: Is this proof opposed?
Surely the shareholders don't oppose all. Seine must be
right.—Mr. Serjeant Allen raid that he was instructed to
oppose all the proofs.---Mr. Lowrance observed that he did
no seek to make the shareholders bankrupt, but he had taken
an active part in the proof of debts.—Mr. Ser,cant Allen :
To carry your choice.—A very angry argument here took
place, in the course of which Mr. Lawrence said that Mr.
Allen had been exceedingly impertinent, and neither the
wig nor gown would frighten or put him (Mr. L.) down.—
After some further discussion, the case was adjourned tili the
latter end of next week.