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London, England, 1825-11-23 00:00:00

authority in this respect would depend upon the terms of the Assn.
elation. which do not appear to have been settled.
2d. I think, upon the above statement, the Directors had no
authority to make any of these payments.
3d. I think any shareholder may withdraw from the Association
if he thinks proper; but he cannot maintain an action for money
had and received. againat the Directors who received the deposit.
I thick this money can only be recovered (if at all) in a Court of
Equity. If the pare wishing for the return knew that the Direc-
tors were laying ottt the subscriptions in the purchase of 'lines, &e.
and did not in any way interfere to prevent it, either by remon-
science or otherwise, they will not, I think, be entitled to insist
upon the return.
4th. For any misapplication of the Funds, theme individuals who
have authorised such misapplication will he responsible; but they
can he called to account only in a Court of Equity. If they have
improperly withheld the 4.1100 Shares, they would be liable in
respect of any injury the Association may have thereby sustained.
I think, if they continue Directors, they may be compelled to
carry on the Establishment upon its original footing; but there
would be very great difficulties in the way of any proceeding in a
Court of Justice. arising out of any Association of this nature.
Sergeant's Inn, Nov. 21, 1823. J. S. COPLEY.

THE SOLICITOR-GENERAL'S OPINION.
lit. i am of opinion that the Subscribers who have paid their
Deposit of S per Cent, could not be compelled to pay the addi-
tional Instalment of 21. per Share.
2d. I see no grounds upon which the Directors enuld assume
, a power to divert and apply the money in their hands, paid in by
' the Subscribers, to either of these purposes; and I conceive that
neither of these sums could be. allowed as matter of discharge,
being payments made without authority.
341. I apprehend that the Subscribers would not be able, by any
action, to recover hack their pepsins. But I think that the Sub-
scribers by a Bill in Chancery, by or in the names of all, might
require the Directors to account, and pay back their Deposits,
upon the ground that the Association, under all eirenmstiment,
must be conaldered as virtually at an end, and incapable of being
proceeded with. I further think that the Court of Chancery
would not, by any decree, enforce or compel the establishment of
the Association. Upon the whole, the relief which the Subscrib-
er. have, is to meet the case (ise it in aubstanec is) as one in
which probably the Project cannot be carried into effect, end con-
sequently that the Directors must account and pay back the Be.
posits. C. WETHERELL.
Lincoln's Inn, Nov. 22, ur.s.
Mr. CLARK next addressed the meeting. lie disclaimed any
personal disrespect towards the Directors, but still he was hound to
declare rust the e.rposi made by them at the Freemasons Tavern
was most dissatisfactory, and it was his decided opinion, that if the
Company went on in such hands, it could never prosper; he was I
convinced that the Directors originally intended to reserve to therm s.
selves the shares which they purchased, but finding them at a dim
count. they sought to get rid of them by throwing them on the
shareholderp. 31r. Clark then proceeded at considerable length to
comment in strong terms on the conduct of the Directors, and tee
several matters set forth in the Report. There were, he said, ROM
strange things connected with the management of the Company.
It would perhaps surprise the meeting to learn that a gentleman
then present held two shares, from No. 72M to 7253, which was an
excess of 28 shove the number of shares, on which, according to
the Report, deposits had been paid. Ile was anxious that a com-
mittee be appointed to probe the entire natter to the bottom, and if
the result of their inquiry was dissatisfactory, he theught the inte.
rests of the shareholders would be best consulted by a dissolution
of the Company.
Mr. RORERTSOX was convinced that there lurked a hope in the
minds of the Directors, that the shares would have borne a pre.
mitun, and that that was their real motive for purchasing them.
Indeed their conduct, in now offering them to the shareholders, was
not singular • it was not the first or second instance in which Di-
rectors had been equally philanthropic, in giving to the subscribers
when they were at four and a half per cent. discount, shares which
they had originally intended for themselves. The present had there.
fore but adopted a course of proceeding which had hitherto been
often pursued, to the serious injury of such unfortunate wights as he
and many then present were. -(Applause and laughter.) The Di.
rectors boasted, at the Freemasons Tavern, that they held seven
hundred shares, which seven hundred, be it remembered, were
worth but the sum of 3.10 i. All present ought to hear in mind that
this Company never exiated. Ifany doubt remained as to that point,
the opinions which his friend Alr.Knight had just read must remove
it. (Hear, hear.) For his own part, he had nn objection to their
making Mr. II enrieks a present of 500shnrea, provided they did it out
of their own pockets, and not at the expense of the shareholders.
The prospectuses were altered nearly as often as it appeared
the names of the Directors were. Indeed, Ms. Palters told
him that neither he nor his friend Mr. Walters had atithorined
the publication of a prospectus, which was supposed to be
sanctioned by them. Mr. Bohemian then proposed the Resulu.
tions lfor which see advertisement).
A blEarnen asked Dlr. Beetham if he knew who the present
Directors were?
Mr. BEETHAM-1 don't know ; I ern not hem officially.
Mr. CLAIIX-1 can supply you with the information. I
hold in my hand a list of the Directors, as furnished at their
own office. I sent there for a That, without stating toy reasons for
applying. The names are via follow :
Chairmen. Sir Francis Deranges—Deputy Chairman, Richard
Neale, Esq.—Directors Sir F. Agee, Alven, E. Fernie, H.
Garrett, S. Goddard. R. Greets, J. S. Leigh, Wm. lmeson, John
Polngdestre, end K. O Weatherly, Emma
A cometaatiost then ensued, in which several Gentlemen took
pert ; it wan finally agreed that a deposit of half-a-crown on each
slime should be paid to the Committee, to defray the expenses
attendant on enforcing the Directors to refund the money which
they had received.
The subs:ription was accordingly entered Into ; the holders of
nearly 2,1110 abases putting Cann their names before the meeting
separated.
A Meier t.r. maw now complained of a misrepresentation on the
out of the Directors, in stating that the Report presented at
Fm masons' Tavern had been unanimously approved of, when in
faet., even to the question of the reception and printing of the
Report, when pat from the chair, there were over 30 dissentients.
Several Gentlemen corroborated this statement, and observed,
that on the occasion alluded to the question "that the Report be
approved" was not submitted to the meeting.
A vote of thanks was dun voted to the Chairman, and the meet-
ing separated.

Me I.•N C HOLY CATAPTROPIIE.—A melancholy anti dis-
tressing occurrence took place on board one of the packet
ships, on her recent voyage from Liverpool to New York.
Whilst on her way thither, she met with another packet
vessel coming from New York to Liverpool. The inquiries
usually made on such occasions were interchanged ; and,
amongst other intelligence, the failure of a mercantile
house of some eminence In America was mentioned. The
communication was observed to produce a sensible and in-
stantaneous effect on a gentleman who was going out to
New York as a passenger, and it afterwards appeared that
he was one of the partners of the house in question. So
afflicting a circumstance could not fail to excite a deep
feeling of commiseration in the breasts of his fellow-pas-
sengers, who endeavoured, as far as possible, to soften and
alleviate the anguish occasioned by a communication so
abrupt and distressing. The next morning, when the
cabin-party assembled to breakfast, the gentleman did not
appear amongst them as usual ; and, on the steward's en-
tering his state-room to call him, he was not to he found,
but a short note was left on the dressing-table, requesting
the captain not to persevere in an unavailing search for
him. We need not add that the unfortunate gentleman
hail, under the influence of paroxysm, consigned himself
and his sorrows to a premature grave.
ROPIERY AND A RSON.—A most serious affair was
brought before the Straaburgh Court of Assize on the 12th
of this month. A man named Laurent Herenbcrger, a
libonrer, was charged with the double crime of robbery
and arson. The following is a summary of the facts, as
they were stated in the depositions of a great number of
witnesseses. It appeared that, in the night of the 25th
January last, a quantity of fustian, in pieces, anti spinning
cotton, was stolen from the warehouse of a manufacturer,
of Henfeld ; and it was perceived that, after the robbery,
and probably to conceal it, three looms in which the
goods had been deposited had been set fire to. This
attempt at arson seemed the more connected with the
robbery, as the remains of burnt straw was scattered
under the looms, one truss of straw was still entire,
standing beside the looms, and must have been brought
there by some stranger. No person connected with the
establishment was able to furnish the least clue to the
robbers. On the loth February, an individual offered
for sale in the market of Obernai a piece of fustian, which
he gave out he had wove himself; and when some one, who
suspected him, desired him to go before a Commissioner of
Police, he fled, abandoning his goods, which, in fact, turned
out to be part of that taken from the warehouse at Bcnfehl.
This individual was Herenberger ; six witnesses identified
him on the trial. There were, besides, pieces of fustian
and cotton found at his house. The prisoner denied, low-
►ver, having any thing to do: in the present affair, hut
admitted that he had been concerned in many other
robberies. Several witnesses proved that he bad for
several years past supported himself by robbery. It
was upon such weighty charges that Hcrenberger was
brought before the Court of Assizes. He had M. Marchand
for counsel, and his efforts were crowned with probably un-
hoped for success; for, after a long deliberation, the Jury
acquitted him of arson, but not of the robbery. He was
condemned to twenty years hard labour, not for the rubbery
in the warehouse alone, but for also having stolen, on a pre-
vious occasion, a quantity of oats and hemp from the post-
master at Beath], and which llerenherger confessed to.
Two other in.lividuals, whom he had charged with being
accomplices, were acquitted.