The Sun.
London, England, 1853-02-11 00:00:00

OVERLAND MAIL.

(BY_ ELECTRIC TELEGRAPH.)
MARSEILLES, FEB. 10.

By the French boat the following dates from
India have arrived :—Calcutta, Jan. 5 ; Madras,
Jan. 10 ; Bombay, Jan. 13.
A proclamation, dated Dec. 20, says that now
and for the future the province of Pegu will form
a part of the Eastern British territory.

Three thousand chests of indigo were sold from
45 to 55 rupees higher than last year.
Exchange in Calcutta, 2s. ld.

The Egypte steamer arrived at Trieste yesterday
afternoon, at one o'clock, from Alexandria, having
accomplished the distance in 146 hours.

By this conveyance we learn that Pegu had been
annexed to the British empire, by a proclamation
dated the 20th of December last. It concludes by
an intimation that in case the King should still
refuse to make peace, or in any manner to molest
our new Burmese territory, he will be expelled
from his throne.

The Burmese do not manifest any intention of
yielding, and therefore an advance upon Ava
appears to be inevitable, which will probably be
effected as soon as the necessary means are obtained
for the transport of the troops.
The Overland Mail does not furnish any other
news of public importance.
Commercial affairs are dull, but money is easy.
At Canton, 120 rebels have been hung during the
last month.

LAW INTELLIGENCE-(THIS DAY.)

ROLLS COURT.
(Before the Master of the Rolls.)
YORK AND NORTH MIDLAND RAILWAY COMPANY V.

HUDSON.--JUDGMENT.
This was a suit instituted by the York and North Mid-
land Railway Company against Mr. George Hudson,
M.P., their late chairman, to recover the value or pro-
ceeds of the sale of certain shares in the undertaking,
disposed of by Mr. Hudson for his own benefit, and
which, it was alleged, were so made away with by Mr.
Hudson without authority, and in violation of his duty
as a trustee of the capital of the company. The bill
stated that the York and North Midland Railway Com-
pany was incorporated by the statute 6th Will. IV., c. 81.
Mr. Hudson was an original promoter of the company,
and was elected one of its directors at :the first meeting
of the shareholders, and afterwards, when, in the usual
course of proceedings, it became his turn to go out id
rotation, he was always re-elected. He was also the
chairman of the company, and was invested by them with
large powers. He kept the seal of the company, presided
at the general and special meetings, and had at all such
meetings a casting vote, and, in short, was possessed
of very great influence through the confidence re-
posed in him by the shareholders. In 1846 the East and
West Riding extension branch line was projected, the
capital to consist of 1,250,0001., in 50,000 shares of
251. each, and an act, 9th Vic., c. 66, for constructing it
was obtained in June, 1846, whereby, among other pro-
visions, it was enacted by section four that the new
shares or stock should be of such nominal value, and
distributed in such manner, and on such terms and con-
ditionsas any general meeting should have directed, or
should thereafter direct, and that the same should be
considered part of the general capital of the company.
On the 16th January, 1846, before the act was obtained,
a resolution had been passed, by a general meeting of
the company, that the East and West Riding branch
line scrip should be issued, and that 37,950 scrip shares
should be allotted to the shareholders of the York and
North Midland in certain proportions bearing a relation
to the number of shares they held already in the com-
pany, and that the remaining 12,050 scrip shares should
be at the disposal of the directors, to be applied and dis-
tributed in such manner as they should think proper.
The scrip was accordingly issued to the extent of 37,950
shares to shareholders. The bill stated that the defen-
dant had the disposition of 12,050 scrip shares placed in
the hands of the directors, and going with great
minuteness into the different transactions, alleged
that he had disposed of the greater portion
of them for his own purposes, and to his own
benefit, and finally prayed that the defendant might
be made to account for 5,075 shares disposed of by him.
There were two preliminary transactions, and involving
a sum little short of 70,0001. to be refunded to the com-
pany by the defendant. This was the case against the
defendant as regarded the East and West Riding Exten-
sion line ' • but the company had another branch, the
Hull and Selby line, in which the defendant had taken
shares, and as to which there was a like charge against
him as in the Extension line ; but he had taken these
shares, or at least many of them, in exchange for some
of the Extension line, so that, if he could maintain his
right to the latter, his right to the former could not be
disputed.

The defence set up did not deny the general disposi-
tion of the shares alleged against him, but justified it in
answer to the bill by a record of his own acts and ser-
vices to the company, for which he complained he had
never received any adequate remuneration. He
stated that he had devoted a great deal of time
and attention to the affairs of the company, that
he recommended a certain number of shares to
be divided among the shareholders, and that the
surplus should be left to the disposal of the directors,
and that, after devoting 37,950 shares, there would re-
main 12,050 to be divided among other persons, at the
discretion of the directors ; that a resolution was' passed,
and that by the general meeting, that these 12,050
shares should be placed at the disposal of the directors,
to be applied and distributed by them for the good of
the company. He stated further, that opposition to the
line was very strong, and it was necessary to buy off
the hostility of landholders along the line, and that large
sums of money were necessary for this purpose ; that he
himself, to benefit the company, had became the pur-
chaser of an estate, through which the extension line
ran, at the price of 474,0001., and that he had the same
and even a better right than any other landholder to an
issue of shares, as he was the largest landholder on the
line, and purchased entirely for the benefit of the com-
pany, and to turn off opposition to the line, not to
speak of his active services in promoting the company'i
interests. The defendant also stated that on finding he
had received about 16,0001, premiums, which the com-
pany ought to have received, he paid the same to them
of his own accord.

The Solicitor-General, Mr. R. Palmer, and Mr.
Hobhouse, were for the plaintiffs ; and Sir P. Kelly, Mr.
Rolt, and Mr. Grove for the defendant.
His Honour this morning gave judgement. After
going through the facts of the case at some length, he
said there was the clearest evidence to show that 5,000
shares had been disposed of by the defendant, of which
no account had ever yet been required of him as to the
mode in which he had disposed of them. It was urged
on behalf of the defendant that these shares were placed
at his disposal by the resolution of the shareholders, as
in effect he constituted the whole practical direction of
the company, and to put them at the disposal of the
directors was to put them at the disposal of Mr. Hud-
son. In his Honour's opinion the director of a
railway company was a person in the position
of a trustee for the benefit of the share-
holders, and it would be impossible, he thought,
to contend that a resolution of the shareholders, such as
that which had been alleged, could be held, without some
plain and unambiguous language, to be a deposition of
shares for the benefit of the directors themselves, and
not for that of the whole shareholders. It was incom-
prehensible that the shareholders should have made the
defendant such an absolute allotment as this which
would have enabled him to put into his pocket 100,000/ ,
would ha might otherwise have benetitted by. With
regard to the defendant's plea that he was one of the
principal landowners along the line, that, if admitted,
would place the defendant in the impossible position of be-
ing at once a trustee for the shareholders on the one hand,
and, on the other, a landowner whose opposition to them
it was necessary to buy off. He should not enter into
the ulterior question, as to whether it was competent
for a public meeting to bind absent persons, or even a
minority, to such a disposition of shares as this but he
should be sorry if anything fell from him which; should
lead to the impression that the Court would favour such
a proceeding. It was also urged that the directors
having had those shares placed at their disposal, were
not bound to account to the shareholders for the pre-
miums which they might receive. Without entering
into the question as to whether premiums of this sort
belonged to income or capital, he was of opinion that
no director could obtain directly, or indirectly, any per-
placed advantage for himself from means which had been
placed at his disposal for the benefit of the shareholders.
With regard to the general defence set up as to these
shares, he was of opinion that the defendant had failed,
and he had to investigate there the particular de-
fences which had been set up with respect to
different portions of these shares. The defendant
alleged that he had disposed of 2,306 shares,
for the benefit of the company, and that he had paid
16,0001. on account of the premiums to the credit of the
company. An account must, therefore, be given to Mr.
Hudson for these shares. It was further alleged that
1,105 shares had been disposed of to various persons, in
order to secure or reward services which the defendant
declines to mention. This was the statement in answer
to the bill ; but at the bar it had been openly advanced
with regard to the measures which were necessary for the
promoters of a bill to take to pass it through Parliament,
that many members of Parliament, who would shrink
from taking a pecuniary bribe, did not scruple to accept
of shares at par capable of being sold for a considerable
premium. Having had some experience in Parlia-
ment, he (his Honour) did not believe that such means
were either necessary or expedient to promote the
passing of a bill, and certainly this Court would not
sanction any such application of shares being brought
forward as an excuse for not rendering in an account.
The defendant must, therefore, bear the consequened,
and he could not discharge himself of them by pleading