Northern Times.
Liverpool, Merseyside, England, 1857-08-29 00:00:00

ROYAL SURREY OARDENS COMPANY.

PanCEEDING3 AT Tali BAIsaRUPTCY COURT,—On Thursday
the adjourned meeting, procured on Saturday last, on ap-
plication made from the creditors, who alleged that prior
want of opportunity to examine the papers and accounts
in the proposed winding up of this company, prayed for by
Mr. Horace Jones, the architect, took place before Mr.
Commissioner Fane. Mr. Alfred Jones appeared for the
petitioners; Mr. Fleming, Mr. Coombe, Mr. Chappel, and
another attorney, appeared for the creditors. Mr. Coppock,
the late manager, and one of the directors of the company,
was present, as also was M. Jullien ; andshe court generally
was crowded by parties interested in the proceedings
The commissioner inquired what had been the result of
the adjournment ? Mr. Jones The result is that the
creditors have filed three affidavits. The directors are
here, and are prepared to meet any charges that may
be made against them. lam concerned for the petitioner,
who is a shareholder to the extent of £2OO,
and also a creditor for £l,lOO The Commissioner
On the former occasion some gentlemen wished
to have time to get top' her, and discuss the
case. Mr Fleming : I appear on behalf of the eharehold-
era. Mr. Jones: The shareholders? Mr. Fleming : A
large bsdy of the shareholders. Mr. Jones : I deny
that. • Commissioner : Name a shareholder for whom you
appear. Mr. Fleming : Mr. Nichols. Mr. Jones : How
many shares does he hold ? Mr. Fleming. : One. That
will give me a standing, at all events. Bat here is a re-
solution of a body of shareholders, 63 in number. Mr.
Coombe: I appear here as a Shareholder. Mr Coppock :
perhaps you will allow me—Commissioner ; No, no.
Who took the most active part the other day in the
opposition to the winding-up? Mr, Fleming : I did. I
prayed your honour to grant the postponement. Commis-
sioner : What is your wish ? Are you in favour of the
order for winding-up? Mr. Fleming: Decidedly not.
Mr. Coppock was then heard :He was a solicitor. He
was the largest shareholder in the company, and he was one
of the direct Ors. He held 1,100 £lO shares ; and he was
a creditor for between £4OO and £5OO, money lent.
Commissioner : What is your wish ? Mr. Coppock : To
realise the most for myself and the other creditors.
Commissioner : Are you for winding-up ? Mr. Coppoek :
Yes ; and I'll tell you why. Commissioner : No. no. I
suppose I ought to hear Mr. Fleming. Mr. Fleming
asked the commissioner to allow the winding-up to take
place by the shareholders themselves, as this course would
realise the aspets, which would never be d ,ne without it.
Mr. Chappell : As before. I appear for M. Jullien. Mr.
Fleming : M. Jullien denies that. I appear for him ; and
he is present. M. Jullien said Mr. Chappell was
his legal adviser.. He thought the creditors were
all of one opinion, that the concern should be
wound up by themselves. Mr. Chappell: Then I
appear far Mr. Thomas Chappell, Mr. Beale— Com-
missioner : If you represent one, you have a right
to be heard. Now, Mr. Jones, it is for you to open. Mr.
Coppock : Will you allow me to say a few words? Com-
missioner : No. Unless I keep order we shall fall into
great disorder. If Mr. Jones wishes a winding up order,
he has to tell me on what grounds. Those opposed to the
order will then have to say why they are of another way of
I thinking. Mr. Jones remarked that on the former occasion
he put in an affidavit of Mr. Edis, the secretary, verifying
the alleg ition of the petitioner ; and his Honour was evi-
dently inclined to make the order as prayed for; bat he
thought time ought to be given The opposition had since
filed three affidavits, which he now proposed first to read,
and then to comment upon. Mr. Fleming submitted that it
was his province to re id his own affidavits, and (the com-
missioner concurring) he preceded to do so. He ha l exam •
hied the accounts in conjunction with one of the sharehold-
ers ; and although they found them so long and complicated
that it would occupy an active accountant many days to
investigate and balance them, still he had seen
sufficient to enable him to make an affidavit, which
he hoped would induce his Honour to reject the petition.
He then read his own affidavit, which stated that he was a
shareholder, and that he had been unanimously appointed
soli, itor to nearly 70 shareholders. He had examined the
books, from which it appeared that Horace Jones, the
petitioner, was appointed by the directors the architect of
the company, and had ever since acted in that capacity, and
that Alfred Jonas, his solicitor, was solicitor for the
directors. The Commissioner : Than, Mr. Alfred Jones,
you appear for the directors? Mr Jones : No; Ido not.
I appear here as solicitor for the petitioner. Commis-
sioner : Have the directors appointed you as solicitor ?
Mr. Jones : Yes. Commissioner : And you have acted ?
Mr. Jones : Yes ; sine. the Bth of August. I have
acted as solicitor fifteen days. Mr. Fleming might
have put that in ; but it did not suit his purpose. Mr.
Fleming resumed the reading of the affidavit. He had been
in the habit of dealing largely with property in the neigh-
bourhood of the gardens, and was well acquainted with
its value. He always thought it was not the fact, as
asserted in the petition, that the full amount had been
paid on 3,250 shares ; and it now appeared by the books
that 1,400 shares had been taken on whioh no money had
been paid, but, instead thereof, a sale of the ground form-
ing the gardens, previous to any building being thereon,
was effected by James Tyler, the proprietor of the grounds,
and Mr. James Coppock. The Commissioner said the
grammar of the affidavit was very bad, and asked what
was meant to be asserted ? (Laughter.) Mr. Fleming
replied that the sale was effected for £14,000, and that the
purchase money was paid, not in money, but in shares. The
Commissioner: The owner of the ground is a shareholder
for 14,030 shares fully paid up? Mr. 'Fleming : Yes. He
then continued reading the affidavit, which stated that the
grounds were held of the Dean and Chapter of Canter-
bury, on a lease for an unexpired term of twelve years,
at £350 rent, and a septennial fine of a year and a
half's annual value. That James Coppock took 1,100
of the 14 000 shares, Mr. Tyler being indebted to him in a
large sum of money, secured on the premises ; that Mr.
Coppock appeared on the register of 1855 as the holder of
1,100 shares, and Mr. Tyler of 550. The Commissioner :
The two together make 1,650-230 in excess. Mr. Flem-
ing continued to read his affidavit. In the books of the
company, Mr. Coppock was credited for 1,100 shares ;
but the deponent believed that he never paid the money,
but took the shares as payment for his debt. Deponent
believed that the real value of the lease and premises was
not above £2,000 ; and that the sale was effected without
the knowledge of the general body of the shareholders.
The Commissioner : Not above 2,030 ? Mr. Fleming :
Yes ; and if I had said not worth a farthing, I think I
should be nearer the mark. The lease has only twelve
years to run, at £346 a year, and subject to a heavy sep
teanial fine, the last of which amounted to £5OO, and the
ground was then waste. Commissioner : How is
the value calculated ? Mr. Fleming : The Dean and
Chapter send a surveyor, who sets a value. Com-
missioner : The company put up a large music hall,
and of course increase the value of the property, and
subject themselves to a heavier fine on the next occasion
at the end of seven years. Mr. Fleming said it appeared
by a printed account, rendered to the shareholders in
April, that in September 1856, there was only £30,403 of
paid up capital. This was an answer to one of the allega-
tions in the petition, which made it a larger sum. The
affidavit proceeded : It was not the fact that the company
had entirely failed in establishing a business likely to
prove a source of profit to the shareholders ; on the con-
trary, be believed that, if properly conducted, the concern
would be profitable. It was not the fact that the entire
capital of the company had been exhausted, lost, or
become unavailable, inasmuch as a substantial music hall,
out-buildings, and (appurtenances had been erected ; and
the deponent believed that the music-hall, fixtures, &a,
would sell for a large sum of money. It would naturally
occur to his honour that a building which had cost
£22,000 would sell for more than nothing .Commissioner :
Where does that appear ? Mr. Fleming : It appears in
their own account, signed by Mr. Coppock and two others.
The petition further set out the proceedings of the meeting
held in the refreshment-hall of the gardens on
Tuesday, as reported in the Star of Wednesday.
One of the resolutions was, that Mr. Jones, the

petitioner, and Mr. Jones, his solicitor, ought not to
he entrusted with the winding up of the company ;
the second, that a strict investigation of the affairs should
take place by a committee of shareholders, who should also
be entrusted to carry on or wind-up the business ; that the
sanction of the Court of Bankruptcy should be sought for
such an arrangement ; and that the committee consist of
Messrs. Coombe, Nicholls Cooke, 011iver, Clout, and
Jarrett. The deponent added an expression of his belief
that the s'atements in the resolutions were true, and that
the petition had been presented at the instance and
request of Mr. Coppock. Deponent mentioned the names of
soms creditors of large amount who concurred in these
resolutions with the shareholders, anti would treat for a
fair extinction of their debts, if the company's affairs were
wound-up voluntarily, which plan he thought would be
mutually beneficial to shareholders and creditors. When
his Honour heard the opinion of two gentlemen capable of
forming an opinion that the concern could be carried on
with profit, he thought his Honour would dismiss the
petition. He believed that it was his Honour's opinion on
the former occasion, that this company was one of the
" bubbles of the day," which burst as they rose ; but—
The Commissioner : Oh, no; I had no opinion on th point.
Mr. Fleming then read the affidavit of Mr. Richard
Nelson Lee, of Nelson-cottage, Dalston, and Mr. John
Johnsan of Penton-place, Wal worth, both of whom had
been in the habit of catering for public amusements, who
had watched the late management of the Surrey Gardens,
and their present actual management, and both of whom
declared their belief that, properly conducted, the Surrey
Gardens might be made profitable to the shareholders, and
that it would be made advantageous to the proprietors and
creditors if the arrangement of the present difficulties
were entrusted to the proposed committee. Since the

directors have discontinued their management.—Commis'
sinner: Have the directors ceased to direct ? Jar*
Fleming : Yes, they have reduced their number below the
minimum of the deed from four to three. Mr. Oopenelt-
said this was untrue. The present directors were Messrs.
Holmes, Baines, Webster, and Coppock. Mr. Fleming:
said he obtained his information at the office. At an
events, the management of the Gardens had, practically,
gone into other hands—the hands of Messrs. Beale and
Jullien ; and the Gardens ware now successful. He han
also an offer of £4OO down for the use of the gardens
for the next month. He understood it was 1101
usual ;in these matters to have the money paid down;
it was 'considered to be the safer plan. (Laughter.)
Commissioner : But this is not a criterion for the
whole year. What is the conclusion to which you come •
The Directors wish the whole concern to be wound up bY
this court ; you wish it to be wound up in a different
manner. Have I authority to exercise my discretion as tn,
what is wise and what is unwise? Mr. Fleming submitted
that the Commissioner had ample power, under the Vad
section of the Act. Another solicitor also submitted that
this clause armed the Commissioner with power. The
Commissioner said that if he made an order for the wind-
ing up, he could then appoint an assignee. Mr. Fleming
declared they wanted nothing of the kind. What the/
wanted was, that the gardens should be continued. The
Commissioner : You have said you don't want the corn'
party wound up under the Act, bnt you want to have it
wound up in a particular way. Mr. Fleming : Why, we
are told at one time that we are in prosperous circunk•
stances, and soon afterwards we are informed that we owe
several thousand pounds. The Commissioner : The,
general body of shareholders might pass a vote of want a
confidence in the directors, and then there could be
other directors appointed, as you say the present
directors have lost the confidence of the shareholder&
Mr. Fleming : The deed provides that the shareholders
should have the power of dismissing the directors if they
had acted improperly. The Commissioner : Ought yen
not to ask me to postpone making any order on the petition
until the shareholders shall have had au opportunity of
deciding whether the present directors have lost their Con-
fidence or not ? (Cheers.) Mr. Fleming : That was •
what I was about to suggest. The Commissioner : Now,
it will be for you to consider whether the most judicious
course will not be to let the matter stand over until yon
have taken the necessary steps to place your own nominees
in authority. (Cheers.) Mr. Jones then stated that on
the 3rd of August he met Mr. Chappell, who told hint
that it was all up with the company. (Laughter.) lie
went to his brother, who, after some conversation, said
that Mr. Coppock would see him on the matter. 00
speaking to Mr. Coppock, he told him that there was
a whole heap of writs against them, and said that Mr.
Chappell ought not to have the winding-up of the cora-
pany. Mr. Coppock added that they must appoint hit!)
(Mr. Jones) solicitor of the company, and have an appear-
ance entered to the writs ; for that otherwise the
creditors would come down on the property, and they did
not want to give a preference to any one. The only course
then was to place the property under some protection. The
Commissioner : There is no one here who believes that
• you have done anything but your duty. The only guess'
tion for consideration now is, what is the best course to
be punned. lam very much inclined to believe that the`
matter had better stand over, and that you should not call
on me to make any order at present. If the majority of
the shareholders should think the undertaking is capable
of being worked with a profit, they had better take such
steps as are calcu'ated to place the management in the
hands of persons in whom they have confidence. Xr•
Fleming : That is the course which would be most pala-
table to the shareholders. (Hear, hear) The Commis'
sioner : Winding up would be practical bankruptcy'.
(Hear, hear.) It is very possible that bankruptcy may be
resorted to ultimately. Mr. Charles Jeffreys wished
to know whether the two gentlemen who were
now carrying on the gardens were not directors
when the ten per cent. dividend was declared ?
Mr. Fleming said that M. Jullien never was a director.
Mr. Beale had bsen a director, bat had resigned long since.
Mr. Coppock declared that he and the other directors had
not the slightest interest hostile to the interests of the
other shareholders, and in the course which they had taken,
their object was to prevent the property from being
sacrificed. The Commissioner : There is no blame attached
to presenting the petition. Mr. Coppock remarked, that
grave aspersions had bean thrown upon them. These
aspersions they repudiated, and challenged the fullest
inquiry. They wanted to protect the property.
and also to protect themselves from charges made
against them by persons who should have been
ashamed to bring these charges. The Commissioner:
I do not see that any attack has been made. 111 r.
Coppock said that attscke had been made day after
day, and allusions had been thrown out as to criminal
proceedings - against them. They might not have
acted wisely, but they had done the best they could, and
if they had failed that was not their fault. He was not
the man to be chargei with embezzling money. The Colll'
missioner : I repeat there is no charge against you. Mr.
Coppock stated that he was anxious to protect himself ae
well as his brother directors. He had never received any
advantage whatever from the company, and he was heavily
involved in it. ( Hear ,hear.) If his Honour thought that delay
was useful, they were willing to submit to his suggestion
for delay. Only let them not have their reputations
assailed, when they had done nothing to deserve censure.
After some further discussion, Mr. George begged that
Mrs. Seacole might have permission to inspect the books.
Mr. Coppock stated that with Mrs. Seacole the directors
had no communication directly or indirectly. The money
received for her had been handed into the bank, where it
remained intact, and it would be paid to the committee
when they applied for it. (Loud cheers.) An account
had already been rendered to the committee. The Court
then ordered the matter to stand over until the 17th of
October, it being understood that a meeting of the share-
holders should be held in the interim. The Court then
adjourned.