The Express.
London, England, 1851-10-29 00:00:00

OXFORD, WORCESTER, Am) WOLVER-

IIAbIPION RAILWAY.

Yesterday an extraordinary general meeting of the
proprietors of this railway was helu at the London Tavern,
Captain RI:4HUVT in the chair, fur the purpose of taking
into consideration the negotiAtious between the company
and the Great Western ltailwAy Company, to receive and
consider the reply of the Great Western ltlilway Company
to the communications of the directors of this company,
and to determine the course to be taken thereupon by this
company.
•

- - .
The CHAIRMAN said it would be in their recollection
that a meeting was held there on the 27th of August last,
at which some proposals were made by the Great Western
Company, and at last that proposal was sanctioned by this
company, but an additional proviso was inserted, namely,
that the Great Western should buy the shares of this com-
pany in lour years at 30i. per share. This was refused by
the Great Western Company ; but, instead thereof, they
proposed two measures : one was to appoint a joint traffic
committee, and the other was that this company should
lease its line for fourteen er twenty-one years instead of
999. These offers were refused by the Oxford, Worcester,
and Wolverhampton Company, and their reply was pub-
lished, And he believed was in the hands of most of the
shareholders present. The Great Western had lately pub-
lished a reply to that, and that morning lie believed, or at
least very lately, the directors of th;s company had pub-
lished a counter reply, which, if it was their pleasure, the
mastery should read.
The bECIERTAItY then read the minutes and reply of
the Chest Western Company, which has sheeny been pub-
lisbed;end the following reePbeii of the dfreetoes of this'
tympany :

"11; directors of the Great Western Railway Company
have published a statement in reply to the report of the
dire.turs of this company of the 16th instant. In this state-
ment they do not attempt any refutation of the facts set
forth is that report—facts which are beyond the reach of
controversy, being in every instance attested by reference
to documentary evidence, and upon which, and not upon
assertion oil tither side, the decision upon the questions at
issue between the companies must ultimately depend.
Under these circumstances the directors have no wish to
pursue the present discussion further, and are perfectly sa-
tisfied to leave the issue to the judgment of public opi-
nion and of any competent tribunal ; but there are a
few points in the reply to which they feel it neces-
sary shortly to refer, for the information of their own
proprietors, and to guide them at the ensuing meeting.
The Great Western directors observe—''The fallacy which
pervades that document (the report of the leth inst.) con-
sists in the allegation that the Great Western have repu-
diated their agreement with the Oxford, Worcester, and
Woleerhauiptim, without very clearly stating to what
agreement that imputation refers.' The alleged uncertainty
has no existence except in the unwillingness of the Great
Western directors to understand what they are unable to
answer. It is distinctly stated in the report that the agree-
ment referred to is that which in the words of Lord Reties-
dale is ' the only publicly Milled agreement between the
two companies,' vii., that contained in the following
resolution adopted at the general meeting of the
Great Wetteru Company on the 12th February,
15146, and approved of by the Oxford, Worcester, and
Wolverhampton proprietors at their general meeting on the
nth February: ' That the directors be and are hereby em.
powered to cuter into an agreement with the directors of
the Oxford, Worceeter, and Wolverhampton Railway Com-
pany, fur modifying the terms and conditions previeug
arranged for the lease of the said line, by extending the
guarantee to such sum as shall appear to them necessary for
the completion of the said railway and works, and fixing
the rate of interest at 4 per cent. per annum in lieu of
31. 10s. per cent. per annum, subject to such con :Wens as
may seem to them equitable between the two companies.'
The directors of the Oxford, Worcester, and Wolverhamp-
ton Company, say that this resolution, coupled with the
public statements of Mr. Russell and other., who were
either intimate allies, agents, or directors of the Great
Western Company, and the distinct assurances given
both verbally at public meetings and in written replies to
shareholders, with the concurrence and sanction of the
Great Western board, all tending to confirm the obvious
impression conveyed by the resolution, do iu effect prove
that the agreement was what everybody at the time under-
stood it to be, viz., an agreement by the Great Western
Company to guarantee, not an unlimited sum, but such •
sum as should from time to time appear by the estimates of
their own engineer to be bean fide requisite for the comple-
tion of a railway which had been undertaken and was carried
on with • sole and exclusive reference to Great Western
interests mud policy. They say, moreover, that the
Great Western directors never contradicted this under-
standing, on the faith of which they well know the public
were investing their money, until the purchase by them
of the Birmingham and Oxford Railway rendered
them indifferent to the Oxford, Worcester, and Wolver-
hampton connexion, and the depression of the money mar-
ket rendered the guarantee an incumbrance. This is the
assertion art the Oxford, Worcester, and Wolverhampton
Board, in support of which they have the distinct and de-
liberate opinion of Lord Redesdele in their favour, and it is
for the Great Western directors to answer it if they can,
and nut to affect to misunderstand it. As regards the let-
ters quoted by the Great Western directors, in their re-
ply, from Mr. Itufford to Lord Reticulate and Mr. Morti-
mer, it is obvious to any one who takes the trouble to pe-
ruse them attentively, that they afford the strongest pos-
sible confirmation of the view contended for by the Oxford
Worcester, and Wolverhampton Company, and are in fact
inconsistent with tiny other supposition. In stating that
the guarantee at that date was upon an estimated outlay of
2,500,0001., they distinctly convey the impression that it
was fully understood that the amount of capital guaranteed
was to be extended Crum time to time, if found necessary
to meet • further revision of Mr. Brunel's estimates.
In fact, the letter to Lord Redesdale is that which contain*
Mr. Ruff:n.ll'o replies to that nobleman's ' yes' and ' no'
queries (which arc omitted in the Great Western's quota-
tion), the effect of which is best described, iu Lord Wales-
dale's own words, as proving that nu doubt was enter-
tained by him or by those who answered him (as none could
be) that the restitution extended the guarantee over the
whole cost of construction.' And in the letter to Mr. Moe-

timer, fdr. Mefferd distinctly states:—' lou ought not there-
fore to assume that, because in February, 1816, the Great
Western directors extended the guarantee over a sum which,
upon a careful revision and re-estimate of the cost, was
deemed to be sufficient, no further extension of the gua-
rantee will be acceded to in the event of the
cost of construction exceeding the limit then fixed.'
As regards the reference to Lord Cranworth's judgment, it
may be auliteient to remark, that the statement ' that all
the arguments and documents on which the Oxford, Wor-
cester, and Wolverhampton directors still pretend to rely in
proof of an agreement fur an unlimited guarantee, were
submitted to the Vice-Chancellor, Lord Cranworth, in the
suit of Beman r, Rutfonl,' is entirely opposed to the fact.
8o far from these arguments and documents being all be-1
fore him, they were expressly minded from the case
(which, it will be remembered, was not as to the existence
of an agreement with the Great Western, but as to the
validity of another and quite different agreement with other
companies), in consequence of as ob,jection successfully
raised by the counsel of the Great 11 estero Company to
their reception. The consequence was that Lord Cron-
worth had no knowledge of the proceedings in 1846, which
show the real understanding of the parties as to the pus-
Irantee, and which will decide the question at issue between
the two companies if an opportunity be obtained of sub-
mitting the whole case to committees of both houses of par-
liament. With reference to these attempts on the part of
the Great Western board to substantiate their view as to
the limited nature of the guarantee, one observation sug-
gests itself. Admitting, fur the sake of argument, all that
the Great Western directors contend for,what does it prove ?
Simply, that from 1861 to 1848, while the public were
erroneously inve.ting their money on the faith of
• supposed guarantee, equal to 4 per cent. on the
reasonable east of the undertaking, the Great Western
directors knowingly stood by and profited by an error,
which their own public acts and speeches had created.
They now call this understanding an imaginary
one. The dilemma to which they are reduced is this:
they must either admit that the undertaking was for a
guarantee on the whole bona JWe coat, iu which case it is
clear that such understanding has been repudiated by them
because it ceased,to he advantageous; or, they must admit,
that for three successive years they fostered a ruiners
delusion on the part of their friends and allies the Ox-
ford, Worender, and Wolverhampton directors and

proprietors, who invested their hard-earned savings in
lighting the batt.es and forwarding the objects of the
Great Western Company. In conclusion, the directors
will only observe, that they have nowhere 'elaborately
condemned' the agreement of the 20th June last. The
proprietors refused to confirm this agreement unless coupled
with conditions which would ensure its fair fulfilment. the
conditions so imposed were thought by the proprietors
essential when dealing with the Great Western Company,
and the directors have intimated that they considered the
demand of the proprietors nut unreasonable. If the Oxford,
Worcester, and Wolverhampton proprietors, having been
once so cruelly deceived, do not choose to trust the Great
Western Company a second time without distinct and
definite security, is it for their own directors to attempt to
overrule a decision so natural. The Great Western direc-
tors appear to be so accustomed to look upon the Ozfard,
Worcester. and Wolverhampton board as a mere appendage
or sub-committee of their own, that they are indignant at
the idea of their daring to consult the independent interests
of their own proprietors. The proprietors may depend
upon it, however, that while the present hoard have the
honour of defending their interests, they will never betray
them, and will endeavour, to the best of their ability, to
carry out the views and wishes of those whom they repre-
sent, at the risk of incurring the displeasure of toe Great
Western or any other board.—Oct. 243, 18.51."
Mr. DICKENSON said it would be a mere waste of time
to be with the Great Western about particular acts
oftbein. He never trusted them. As long as
le ism thairdiseftew as this board he peetedthetany
Wei pad tossWs sumpsay would be carried. Ile thought