The Sun.
London, England, 1855-02-16 00:00:00

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..seeeeeseeee. eeseeeeess.
strutted ;" &Id the last ley the substitution of the word " un.
usual" for. " unS‘onstitutioeial."
Mr. Tern took exception to one phrase in the resolutions.
Mr. Scott had beeso distinctly authorised to give a pledge—(no,
no, and yes)--eand that part of the resolutions which referred
to his conduct. in that respect was not erue, (Oh, oh.) He was
present at the meeting when the author:l, was given to Mr.
Scott. - (It was a packed meeting.) No,sit was not a packed
/electing. It was a meeting fairly summoned, and fairly repro-
Sented the shareholders. (No, no.) It was fairly summoned,
(No;. no.) It was fairly announced. And what followed ?
There was another public meeting, at which Mr. Snell
spoke distinctly in favour of the pledge. (No, no, and
yes.) inlet meeting unanimously authorised Mr. Scott to
go to Parliament and give the pledge. (No, no.) There
was no de,ecit practised. The meeting was publicly sum-
misted, the L'aattor was fully and publicly discussed, a posi-
tivesvas given to Wr. Scott, and he obeyed the di-
rections ressilss ssf the nee eting. (No, no, and yes.) The company
were now at issue as:ith Parliament on a bill of no great im-
portance, and qrse stion was, whether they would remain
at issue by passing ses,slutions which were net true. (Great
uproar.) The plain 0112
.se to pursue was, to leave the mat-
terC in the hands of the ellsirman. (No, no.) It was most
unfair to attempt to throw t blemish on the character of a
man of honour and a gent:les nun. Although he (Mr. Tite)
had opposed the extension of ..,the line when the project was
under discussion, he felt bound'. that Mr. Scott was
authorised to make! the pledge serle,:ch ho did make— (no, no,
and cheers)—and he was sorry that: the proprietors, as Eng-
lishmen, and men of honour and conSrnon sense, did not re-
deem that pledge. (Cheers.)
Dr. WATERFIELD wished to ask the chairSnast whether such
resolutions as those now under consideration ecotild strengthen
the Lands of the directors ? It appeared to hini most absurd
for some lte., esss.slissa, se to set fhoniselvpq un egajnst the
House of Commons. (Lear.)
The Cusaawas said he should prefer the proprietors taking
their own course.
A PROPRIETOR objected to the resolutions, on the ground
that they wcralti bind the directors never to change their
present policy. The pledge was . given by Mr. Scott
in consequence of a resolution passed unanimously at a pre-
vious.moeeings Vsle,,nu.) At all events, the majority in its s
favour was very largd: 4 (No, he--veriornall ) The pledge 'oci
Mr. Scott was founded on what passed at the meeting, and
some of the proprietors afterwards changed their minds in the
most extraordinary manner. (No, no, and cheers.)
Mr. Araorsoe said the resolutions, if passed, could not be
considered binding on any absent shareholder. In order to
bind the corporation in its corpo.-ate capacity, public notice
of all business to be transacted must be given. (Hear, hear.)
Mr: MORTIMER. (a director) Said there Could be no doubt
that the meeting did authorise Mr. Scott to give a pledge—
(hear, hoar)—but, at the same time, he did not think that
Parliament ought to have .exacted any such pledge from a
corporate body, which was bound by its acts of Parliament,
and could not go out of them. The houses of Parliament
had certain rules and standing orders, and the shareholders
Possessed certain privileges, and he did not see why a com-
mittee should meet to say, " We will rob these shareholders
of their rights and privileges ; we will get the chairman to
make a pledge, and bind the company by that pledge ; and
if the shareholders will not redeem the pledge, we will deem
them dishonourable." (Hear, hear.)
Mr. HUTCHINS, M.P., (a director), considered the proceed-
ings which had taken place disgtaccful to the shareholders,
and not to the House of Commons. ' (No, no, and cheers.)
He believed they had broken a soXon pledge. (Great uproar.)
Mr. Scott was authorised to make the pledge, and went and
did so ; and had not that been the caee, Parliament would
have sanctioned an inroad iuto the country occupied by the
South-Western Company. (Hear, hear.) As os.,e of the direc-
tors of the company, he had endeavoured to 'Sass the bill
now before the house ; but the shareholders must not expect
him to come to the meeting and palaver them over, and say
they had done nothing wrong. (Cheers and laughter.) Mr.
Labouchere, Mr. Henley, and some of the most honourable
and eminent men in the house, had told the shareholders
what they had done, and if the discussion had gone on, some
of the members of the Government would have repeated the
same thing ; and if the bill had gone to a division, he believed
that Mr. Chaplin and himself would have had to walk out
alone. (Cheers and laughter.) He did not wish to express
any opinion on the resolutions, but would leave them in the
hands of the meeting.
Mr. CASTLEMAINE trusted the resolutions would be with-
drawn. (No, no.) The shareholders had obtained one advan-
tage from the pledge given by Mr. Scott. They obtained the
dismissal of a bill adverse to their interests, in order that they
might at a future time introduce a bill for their own advan-
tage. (Hear.) lie thought it would be most injudicious to
throw down the gauntlet to the House of Commons. (Hear.) -
Mr. F. SCOTT, M.P., considered the resolutions which had
been submitted to the meeting -most unwise, untrue, and
unconstitutional. (Cheers, and no, no.) It was said that the
shareholders had been taken by surprise. Now, in February,
he stated to the meeting the rule of conduct by which he
should be guided, and that he intended to lay before the pro-
prietors, in the clearest and plainest manner, all matters in
which their interests were concerned. What was done iu
April ? Three weeks previously to the meeting a report was
circulated and sent to every shareholder ; and in May, by a
majority of five-sixths of those who sent in their proxies, the
report of the directors was adopted. (Hear, hear.) There
were eight or nine hands held up, in a crowded room, against
the proposition ; and, with that exception, the shareholders
were unanimous iu calling upon him to go to Parliament and
pledge them. (Cheers, and no, no.) Those gentlemen
who cried. "no, no," had much better have acquainted
themselves with the circumstances. (Cries of hear, hear.)
In accordance with the decision of the meeting, he gave the
pledge in July. It was a most unusual course for a com-
mittee to exact such a pledge, but it was exacted on account
of the unusual circumstances of the case. The South-Western
oppose-a .vpieheut having
any' bill of their own, and there never wee& company so much
favoured by -Parliament. And wby I they imagined
they had to deal with mon who, having given a l
not break their word and fly from it. And pledge,
justly too. For what took place In August Mr. Snell at
the meeting said, " Let us be unanimous," and the meeting
thanked him (Mr. Scott) for what he had done, and took
upon themselves the promise which they had at first laid upon
his back. (Cheers.) And yet gentlemen had now the boldness
to say that Mr. Scott took upon himself a pledge which he
was not able to fulfil. They ought rather to have said, "We
took upon ourselves pledges which we could fulfil, but which
we would not fulfil—(hear, hear)—we took upon ourselves
promises for which we obtained a consideration and a benefit,
and having got the money in our pockets; wo tore up the
engagement by which we had pledged ourselves to do the
work for which we had received the benefit." (Cheers and
uproar.) Not a fortnight had passed after the time to which
he had alluded, when Mr. Snell raised an agitation upon the
question, and he (Mr. Scott) never could have supposed that
he would have used the votes in the way he had done in
order to carry that question. (Cheers, and oh, oh.) Having
done that, Mr. Snell had been rewarded with a seat at the
board. (No, no.) It was open to those who had changed
their minds in that singular manner to have postponed the
change, and waited for the Wharncliffe meeting. They
might then have done so with a good grace, and no one
would then have been more willing than himself to go to
Parliament to obtain a release from the engagement. It was
most unfortunate for the company that they had been so
misguided • and what Parliament had now done was pre-
dicted in October as the course they might be likely to pur-
sue. (Hear, hear.) He expected the board would have deli-
berated upon the matter, and suggested some resolution to
tho meeting. As they had not done so, ho thought the
better course would be for the meeting to refer it to the
board. (Hear, hear, and no, no.) The shareholders might
fancy themselves very strong, but they would find that they
could not bully the House of Commons with any effect, and
ho thought the wisest course to pursue would be to with-
draw the resolutions. (No, no.)
A PROPRIETOR requested that the minutes of . the meeting
might be read at which the authority was given to Mr. Scott.
The request having been complied with,
Mr. LecaE, M.P., expressed his regret that the directors
had not presented seine recommendation to the meeting.
(Hear, hear.) He concurred with Mr. Scott in the propriety
of withdrawing the resolutions. Independently of their con-
taining statements unfounded in fact, the course pursued
was one challenging Parliament to a line of action which
they were not justified in doing, and he could not help ex-
pressing his surprise at the term " robbed" which had been
applied to the House of Commons by one of the directors.
(Cheers.) Mr. Scott was forced by Mr. Mortimer and his
party to give the pledge to Parliament, and they ought not
to be released from that pledge after obtaining the quid pro
quo. (Cheers.) He bad never been in favour of the coast
line ; but, as the company had given the pledge, be for one
would not shrink from it, and would oppose any motion ask-
ing the company to violate it. (Cheers.)
Mr. PUNCHER expressed his belief that Mr. Scott was at
the bottom of this pieee of mischief in the House of Com-
mons—an expression which Mr. Scott warmly resented,
amidst considerable noise and confusion.
Mr. Sergeant GABELEB (a director), as a matter of justice to
Mr. Scott, recommended the withdrawal of the resolutions.
Mr. Scott had throughout the business acted conscientiously
and honourably, and certainly had a right to complain that
some of the shareholders who were foremost in urging him on
in their hour of need bad eventually left him in the lurch.
(Cheers and laughter.) They had got into a mess, and the
question now was, how they were to get out of it ? He was
not at all surprised at the astonishment which had been exs
pressed, that the matter had not been taken up by the board.
(Hear, hear.)
Mr. STAINTSBURT considered the resolutions so unwise and
indiscreet, so challenging and so pugnacious, in such utter
bad. taste, and so unsound in point of judgment, that he
would move as an amendment that they be committed to the
waste-paper basket. (Laughter and cheers.) .
Mr. BIRCHAM, an adviser and accessor of the chairman,
could not avoid warning the proprietors of the result of the
adoption of these resolutions. Ono of them asserted that
Mr. Scott ought to have represented to the committee the
.division of opinion anaonnst the shareholders. Now Mr.
Scott did faithfully represent the matter to the House of
Commons, and stated most fairly and truly what took place
on the 19th of May. (Hear.) The second resolution, there-
fore, was quite contrary to the fact. He wished to state to
the shareholders the position in which they stood before the
House of. Commons. They stood very much in the position
of a culprit before the executioner. All the power was in the
hands of the house, and there were only two members who
during the late discussion bad a word to say in favour of the
South-Western Company, and those members were Mr. Chap.
lin and Mr. Hutchins. (Hear.) If the shareholders could.
have heard the extraordinary cheers which followed Mr. La-
bouchere's remarks, showing the universal assent of the house
to his proposition, they -would not readily have forgotten
them. (Hear.) If the shareholders sent back the directors
and their legal advisers to the House of Commons with these
resolutions, in the expectation of carrying the bill, their case
would be utterly hopeless. If the bill should be thrown out
now, those resolutions would infinitely strengthen the case
against it in 1856. (Hear.)
Mr, Unarm (a director) said, that in his opinion the pro-
prietors had acted most unfairly in not carrying out the
pledge which Mr: Scott had been more than once authorised
to give. (Hear.) lie moved, as an amendment, that the
whole matter be referred back to the directors to give their
opinion to the shareholders, and that this meeting be ad-
journed until Thursday, the Ist of March, at one o'clock, for
that purpose.
The amendment having been seconded,
Dr. WATERFIELD, who had moved an amendment referring
the resolutions to the directors, agreed to its withdrawal. .
Tate arnenleien*. of Mr. Uzielli was then pat and agreed to,
there being only _two dissentients.
The resolutions were then put and negatived, and the meet-
, ilag adjourned.'

LA IV INTELLIGENCE.`—Feb. 15,

CHANCERY COURTS.

RE THE SEA FIRE AND LIFE ASSURANCE SOCIETY Mc

PARTE GWYN.

This case was specially appointed for rrgument on
this day, in order that the court might have the assist-
ance of Mr. Justice Maule in considering the questions
of law to arise thereon, His lordship accordingly at-
tmded this day, when the case was argued.
The facts of the case are shortly these. A company
called the Port of London Ship Assurance CoMpany,
being about to decline bminess, transferred their liabi-
lities to the Sea Fire and Life Assurance Society upon
an arrangement between them. One of those lia-
bilities was a debt of 5001., in respect, of the ship At-
lantic, due to Messrs. Balfour ana Co. In respect of
this debt a note or document was given in the following
terms :
" To the Cashier.

Marine Department,
Sea Fire and Life Assurance Society,
31, Cornhill, London,
let Nov., 1849.
"sixty days after date credit Messrs. Balfour and Co.
or orcitz with the sum of 5001. Claim Atlantic in cash,
on account of this corporation. _ _

No. 4,020.
500/.

ALEXR. DAVIS, Directors.
W. OGILVIE,
" Entered T. F. A., acct."
They submitted first, that the instrument was altogether
void as a document affecting the assets of the company,
or at least even if it were good against the assets of the
company that the order ought to have limited the liability
of the shareholders to the debt to the unpaid portions,
if any, of each shareholder's shares, and as Mr. Gwyn
had paid in full that this would be in effect to exonerate
him from the debt. To show that the bill was void
they referred to the 7 and 8 Vic., e. 110, s. 45, the
Joint Stock Companies Registration Act, which pro-
vides three requisites to render any notes of such a
company valid. It was not signed expressly "on
behalf" of the company, and it was not " counter-
signed," although it may have been " entered " ac-
cording to the requisites of that act: On this point they
sited " Eddison v. Collinridge," 9 C. 8., 571, and
" Allen v.. The gag. Fire, and Life Assurance Com-
pany," in the same volume. On the second onjection
they alleged that this being a joint-stock company every
person was bound to know what powers the directors
had to bind the company or its shareholders before he
had transactions with them, and;that as every company's
deed must provide limitation of the zarfeits of the
tieseotere- if ttleg,shottid teartherised, to is any ai;;te,
at all, Messrs. Balfour and Company in this case !mist
be held to have had express notice that the deed of
settlement of this company only authorised the directors
to charge the subscribed capital, and nothing more, to
the creditor. In support of thee propositions a great
number of cases were cited to the court.
Mr. Malitis and Mr. Roxburgh appeared for the offi-
cial manager. _

Mr. Prior and Mr. Maynard supported the Master's
certificate. They submitted that the sort of bill
which on behalf of the motion it s as contended that this
note must be taken to be was, in fact, not a note ; the
a promissory note is a promise absolutely to pay ; anot
that if either on the face of the note, or by application,
a particular fund only is appropriated to the payment,
that is a restriction of the general promise to pay, a
proviso repugnant to it, and that it must go for
nothing.

After a lengthened argument in support of the Man-
teed certificate,
Mr. Justice Maule said that this was a case that
was not so clear to him as to render it proper to
he derided in this court, so as to take it oat of the
ordinary jurisdiction of a court of common law. He,
thought the argument that had been adduced to them
on both sides was quite sufficient to convince him that;
this was not a case to be determined by any other tribu-
nal than that of a judge assisted by a jury, in the way,
pointed out by the constitution, with a regular appeal
fro the highest tribunal. Holding this opinion, he did
not think it necessary to go into the questions of law
which were raised at the bar. He should therefore sub-
mit the i the Master's certificate should be varied by
allowing Messrs. Balfour's claim, as a claim only with
liberty to thew to take such proceedings to enforce their
claim as they may be advised.
The Vice-Chancmllor said he entertained precisely the
same opinion, and adopted the learned judge's conclu-
sion, and the order wag made accordingly.