The Sun.
London, England, 1847-05-07 00:00:00

THE SUN, LONDON, FRIDAY EVENING, MAY 7, 1847.

Sir J. C. HOBHOUSE said it was not the intention
of the Government to oppose the Committee ; only,
as the conduct of the East India Company had been
alluded to, he wished to say a few words in regard
to their exertions to encourage the growth of
cotton in India. From all he knew of the
progress of the question, he did not, however,
Selectrendering
this
country
or
safe from dependence on the United States of America.
tehxaptecitts
laubcohurs much benefit from
With regard to the East India Company, ever since
result ain
1787, that body had done its best to forward the growth
of cotton. The native cotton was experimented on till
1822, when an attempt was made to introduce foreign
cotton. Since then the Indian Government had sup-
plied report upon report, which would go far to
prove that this Committee was not necessary. Still
ho had no objection to its appointment.—(Hear, hear.)
He said there were now 200,000 acres preparing for the
cultivation of cotton, and although it had not yet been
successful, he had certainly seen a sample
perfectlywh
ielicould compete with the New Orleans cotton, In-
deed the prices of the two were near a par. The prin-
cipal reason for cotton not being imported from India.
last year to so great an amount was the great amount of
sp culation in opium. There was also a very great
amount of speculation at home. and a large number of
freights were taken up for bread stuffs. This accounted
to him for the diminution of imports. The Indian Go-
vernment had made very great sacrifices for the culti •
nation of this article in that country. They had spent
already 100,0001.. and there was scarcely a mail which
did not carry out despatches encouraging works, roads,
and canals necessary for the cultivation of this article.
He assured the Hon. Gentleman that the India Company
telt great interest in the cotton manufacture, and would
offer every facility to the Honourable Gentleman in all
his inquiries.

e
rspt:
in
truhi
shoGcold olkaoi
tint:lds)
b:s(emt:ohffßinave,
its7t:Ecaslgoi
uotdnoßlfp.
araEiGrconnoNpe
mtienTittlritphar
liet_Nutmpei Ctrorahyl,lNn)dileti,
einwtesitEnitaohi said he
the
,sheeaeeldswnuu jodobtwasfinjiusaeilt
Ctcdmestcod.aoomtnsrsdeumlt
otpar
wptaa:
el:puns; it:,
not only England with cotton, but all the world besides,
With such a guide as this they were not likely to stray
when they urged inquiry. But one element for-
gotten by the Honourable Member for Durham,
when speaking of the use of cotton cultivation
in the United States was, that it was fostered
by a protective duty. That was the point which had
been quite lost sight of by the two free-traders who had
spoken, but which, he hoped, would not be lost sight of
before the Committee which had been moved for. The
importance of the subject before them might be ascer-
tained from the amount of imports from America in
1846, which, at 6.1. a pound, would amount to 13.000,0001.
Yet, in return, the whole amount of exports to that
country, was something like 1.0560001. Now, that was
as item which might be provided for in the colonies of
this country. Another point that had been quite lost sight
of by the Right [Ton. Gentleman, was the effect which
the railways in India would have upon the cultivation of
cotton in India. It was not rail Ways that the Right
lion. Gentleman seemed to patronise, but those anti-
deluvien works, the canals.—(Laughter.) The con-
struction of railways would save the use of four regi-
inents of infantry, and that would go far to liquidate the
whole of the expense of the railway ; and he, therefore,
honed that this would be one of the subjects that would
soonest be brought under the consideration of the House.
It had been boldly asserted that foreign nations
would take either gold, or manufactures, as payment
for their corn, but he did not think that opinion would
be entertained row either on 'change in London, on the
Corn Exchange in Manchester, or in Liverpool. Last
Monday the first Minister of the Crown said, it was not
expected that other countries would allow us to take
their corn without paying for it, and then addressing
himself to him (Lord G. Beretinck) he said, " You say
that we shall have to send out gold for it. I shall, per-
haps, astonish you," continued the Right Hon. Gentle-
man, "when I say that I wish it may be so."—(Great
laughter.) -But would the late First Lord of the Trea-
sury say so now. We were taking the corn of Prussia,
and the timber of America, but the words of the Right
Hon. Gentleman has been justified with a vengeance for
the United States would take gold, and nothing but
gold, for their corn, and he would venture to say that
the most rabid advocate of free trade would not now be
disposed to say either on 'change in London, at the
Corn Exchange in Manchester, or at Liverpool, that
the Americans would take either gold or manufactures
in exchange for their corn.—(Laughter.) Ho thought
that the best question for this Committee to consider
was, whether they should encourage the growth of cot-
ton in India, by restoring the duty on American cotton?
By such a proceeding they would be encouraging the
cotton of a country that would be satisfied to take our
cotton manufactures in payment ; whereas the Ameri-
cans had expressed a determination to be paid in
sovereigns, and nothing but sovereigns, and those s?ve•
reigns, too, of the last coinage, in order that there might
be no loss of weight —(Cheers.)
At this point an Horr. MEMBER moved that the House
be counted, when there not being forty Members pre-
sent it was adjourned shortly after Eight o'clock.

ROYAL POLYTECHNIC INSTI-

TUTION.

At this popular establishment, on Monday last, the
firit of a course of lectures on the highly interesting
subject of the Chemistry of Vegetation was delivered by
F. H. Holmes, Esq., chemical lecturer to the Aldersgate
and Charlotte-street schools of medicine, &c.

- -
The subject of this first lecture was on the composi-
tion of plants, which be explained was made up of
various chemical substances. These substances he pro-
posed to take seriatim, and to show that the structure
as well as the proper nourishment of plants was
dependent on these agents. The distinguishing
features of the lecture were how the salts of
potassum, sodium, and lime were taken up from the
soil in their different forms, pointing out those upon
which their mechanical structure was essentially de-
pendant, in contradistinction to those which were
selected for the food of plants, and also how the colour
of the foliage had its origin. There was a great deal of
new and useful information given in a most simplo and
engaging manner, and, as the lecturer proceeded, the
facts were demonstrated by many striking experiments.
The chemical portion of the lecture embraced too much
for our limited space, but we would advise those who
are interested in the subject to attend and judge for
themselves

RAILWAY INTELLIGENCE.
HOUSE OF COMMONS.—TIIIIRSDAY.
THE BIRMINGHAM AND OXFORD JUNCTION, AND
BIRMINGHAM, WOLVERHAMPTON, AND DUD-
LEY RAILWAYS AMALGAMATION.
The following is the areument of Mr. Cockburn in this
most important case, in support of a locas standi, on the part
of the petitioners against the Bill, and to which we could
only allude last evening, in consequence of the late period at
which the Learned Counsel concluded.
Mr. WHATELEY having addressed the Committee on be-
half of the promoters,
The CHAIRMAN' wished to know who were the opposing
parties?
Upon which Mr. COCKBURN rose and said :—Sir,—Some
difficulty has, it appears, arisen as to the rights of certain
parties for whom I have the honour to appear before you. I
have now to make an application on their behalf, and claim
to be heard for them in support of the allegations contained
in their petition. I am prepared to support that application
by numerous precedents, and I am satisfied that from the
facts of the case, as I shall have the honour to bring them
before you, you will say that if there were no precedents this
is a case in which a precedent should be made. I have the
honour, Sir, to appear before you on behalf of certain parties,
who are neither more nor less than the great mass. Allow
me for a moment to descend from the prayer of the petition
to the objects sought to be attained by the petitioners. The
petitioners pray that the Bill may not be allowed to be pro-
ceeded with, and they pray to be heard by counsel against
the Bill, and against the clauses, as affecting their interests.
The CHAIRMAN—It is with tha preamble of the Bill that
we have to deal, we have nothing to do with the conduct of
the directors.
Mr. COCKBURN—I really hope that the Committee will
allow me to proceed with my address to the Committee. I
will not put forward a single argument which, when you,
have heard me, will not, I think, lead you to the conclusion
that that which I seek to effect on the part of the petitioners
is entirely within the power of this Committee to grant.
The preamble of the Bill states, first, that an Act was passed
in the last session of Parliament, called the " Birmingham
and Oxford Junction Railway Act, 1846," by which Act a
company was incorporated for carrying the undertaking
thereby authorised into effect, under the name of the" Bir-
mingham and Oxford Railway Company," and then comes
the important recital to which I beg to call your particular
attention, as it is a part upon which the shareholders are re-
solved to make their stand before this Committee—they
being convinced that justice cannot be done them, or them-
selves protected from, to say the least of it, most flagrant in-
justice.
The CHAlRMAN—lnjustice to individuals is not part of our
province to inquire into.
Mr. COCKBURN—I trust you will hear what I have to say,
if not I shall not further trouble the Committee. If, Sir,
you have made up your mind not to hear my case, why then
I shall sit down.
The CHAIRMAN—Go on, Mr. Cockburn,
Mr. COCKBURN—Sir, I beg to call your attention to the
recital of that Act. Now I turn to the petition : the peti-
tion states that the recital in the preamble is positively unjust.
And what does it recite? It states to your Honourable
House that it is expedient that the three railways should
be united into one; and the Birmingham and Oxford are
desirous of being united into one with the Birmingham,
Wolverhampton, and Dudley; and upon' this ground they
come forward and require powers to dissolve both companies
and fuse them into one—one destroying altogether the con-
stitution of the essential bodies, dissolving the constitution
and forming a new company out of the two existing com-
panies. And in order that that could be done it was neces-
sary that the consent of the Birmingham and Oxford Railway
company should be obtained. You cannot when a company
is constituted purchase the right vested in them by their Act
of Parliament, unless by the consent of the shareholders. It
would be a monstrous thing, to use the mildest terms, to take
away that right from them, and appropriating that to some
one else. Then it is essentially the very foundation of these
whole proceedings that that part contained in the recital of
the Bill to which I have alluded should first have to be
proved. How then, is it to be proved? Is it to be proved
by ex parte statements ? or if not to be proved by ex parte
statements, how can it be proved except by allowing the
petioners to give evidence upon the subject? But that is not
given ; but, upon the contrary, if all the statements of
the promoters which this Act contains be; received as true
by the Committee, they would evidently be -going,if the facts
contained in the allegations of the petition be proved, upon a
false and erroneous position. It is impossible to collect from
the prayer of the petition, which is of the common
form, without looking to the petition itself, the scope which
the petitioners have in view in framing their petition. Nor
can any person see to what that petition relates except the
whole facts and statements contained in the petition are care-
fully considered. In the usual form of presenting petitions,
it is usual to set forth your grievances in the body of the pe-
tition, and then at the end you commonly pray to be heard
by your agents-.by your counsel—against the Bill. It is
not necessary, in the prayer of a petition, to recite all the
points of the petition. Lou state your facts, and then you
pray to be heard against the Bill. That petition begins by
reciting that a Bill is pending now. Now, Sir, I show that
it was quite necessary that the consent of the shareholders
should be received under the Act of Parliament. Let me
pause for a moment, and turn to the Act incorporating the
Oxford and Birmingham Railway Company. By the 69th
clause of that Act provision is made that the power of leasing
or selling the line to the Great Western Company shall not be
enacted unless by consent of three-fifths of the shareholders.
(The clause was here read.) The next section is the 70th,
which makes further provision on the subject. (Clause here
read.) These two sectioas appear in the allegations of the
petitioners to which I have called your attention, and you
will find by and, bye, as we go on, that the sale or lease of
the Birmingham and Oxford to the Great Western Company
has not been approved of (as we are aware the provisions of
the Act require) by three-fifths of the shareholders. A
special general meeting had been assembled for the purpose
of considering the propriety of the transfer of the line to the
Great Western. On the other hand, it was also important
to bear in mind that by the provision contained in the next
clause it is enacted, that in the event of the sale or lease not
taking place, the Great Western Company has the right con-
ferred upon them by their Act to compel the Oxford and
Birmingham Company to convey to them, by what is called
in Parliamentary language running clauses, by which they
should have the power of running over the line under such
circumstances and regulations as the Board of Trade, or
whatever public department that may be intrusted with the
management of these railways should determine. The
petition then went on to say Tbat a Bill is now pending
before your Honourable House, intituled, `A Bill for uniting
the Birmingham and Oxford Junction Railway Company and
the Birmingham, Wolverhampton, and Dudley Railway
Company into one company, and for authorising the sale of
the Birmingham, Wolverhampton, and Dudley Railway, and
other new works to the Great Western Railway Company.'
" That your petitioners are shareholders in the Birmingham
and Oxford Junction Railway Company.
" That besides the object of opening a second line of com-
munication from Birmingham and the North of England to
London, by means of the said Birmingham and Oxford
Junction Railway, another main object aimed at by the pro-
moters of such railway was a better communication from
Lancashire and the north, as well as the central parts of
England, to the port of Southampton, for the purpose of
effecting which the line of the Birmingham and Oxford
Junction Railway was so laid out as to join the line of the
Great Junction Railway at the station of the latter at
Birmingham.
s That in the Act of Parliament incorporating the said
Birmingham and Oxford Junction Railway Company, after
giving powers of sale or lease of the railway to the Great
Western Railway Company,f(3 it is expressly provided, that if
the Birmingham and
Oxford
be purchased or rented by therd GreatJunct
Westernon ltail Railway
lswhaoyu l d not
Com-
pany, it should be lawful for such company to use the rail-
way, by the said Act authorised, on such terms and subject
to such regulations, and on
not exceeding the rates and tolls
of suchArcattelsimaintdedt,ols
as
tolls by that
might be agreed upon tetween the said companies, or in the
event of difference between them, as might be settled by re-
ference to arbitration, the umpire being appointed by the
Board of Trade or other Government board for the time beini,
intrusted with the supervision of railways."
The petition then goes on to state
Oxford Junction Company was "that the Birmingham and
thus subject to the right of
the Great Western Railway Company to use the line, in any
event as an independent company, and was at full liberty Co
receive and make arrangements for the transit over its line
of the traffic of any other comany as well as that of the
Great Western Railway Company." That is clearly the ex-
pressed
intention of the Legislature. They contemplated by
the passing of this Act that the Great Western Railway
Company should have the power of purchasing or leasing
this line, and that the shareholders of the Birmingham andl
Oxford Railway should have the power of selling their line
to the Great Western Railway Company. Powers were given
in the Act for the one party to sell or to let, and for the other
to purchase or to take, as they would be minded. No com-
pulsory power was granted by Parliament in passing this Act
to either of the parties, either to the shareholders of the Bir-
mingham and Oxford Company on the one hand, or to
the proprietors of the Great Western; on the other; both
parties were left perfectly free, they could come to terms if
they thought proper, to sell, to buy, to let, or to take, if
they thought proper, or hold the line if they thought proper.
Then, in case no such arrangement was made with the
Great Western Company with respect to the lease or pur-
chase of the line. both parties were left precisely in the same
situation • a permission was granted to the Companies to do
certain th'ings, but no obligatory power was given to eithor
parties, either parttes were left entirely at liberty_ to enter or
not into contracts if they thought proper. The petition
then goes on to state a that, on the 12th day of August,,
1845"—I call particular attention to these dates, as they
will be found to be important in the consideration of this
question—" that, on the 12th of August, 1846, the directors
of the said Birmingham and Oxford junction Railway Com-
pany issued an advertisement, calling on the shareholders to
send in their scrip certificates by the 15th of September then
next, to be exchanged for sealed certificates, and that they
afterwards extended the time for sending in such scrip cer-
tificates until the 24th of October next. That many of the
shareholders in the said Birmingham and Oxford Junc-
tion Railway Company sent in their scrip certificates
accordingly before the end of the month of September, 1846.
That many others of the shareholders sent in their •
scrip
certificates before the 24th of October, but that no sealed
certificates were issued by the said directors until on or after
the 14th of December, 1816;" and I observe here that these
facts and dates will be found to have a material bearing
otherupon
the question with respect to whether the consent of the
shareholders ever has been given at all to this undertaking,
We say that the petitioners been prevented from express-
ingg,
their epinions on the subject by the use on the part of the
directors of undue and unfair means, and that the real se
of the shareholders has never been taken in the affair at all,
roposed to
and even when the sense of the shareholders was takena
was found to be decidedly oppo_aedeytogtaheencetieurasaey,p
" That in
be pursued by the directors. Th
the interval between the sendingeinat,oe
ofsu chsuSechripeeeaelretdificatee
and the issuing, or coming
cer-
tificates, large quantities of shares in the said company
were sold, or contracted to be sold, and
according
to the custom of the share market, it was a condition of such
contracts that they should be completed and the purchase-
money paid, on the issue or coming out of the sealed certifi •
cates, until which time t
e names e
shares remained atihneedaerlelgerisa,tewrehdeinalothaea
books of the company in th
could vote in respect thereof at any meeting of the said com-
pany held before the issuing of such sealed certificates."
Now, Sir, it is possible that Hon. Members who have had
nothing to do with railway shares may not perfectly under-
stand the meaning of this—if not, allow me to explain it to
the Committee. You are aware that when a party signs the Par-
liamentary contract, and. pa's his deposit, he receives what is
called scrip shares, which simply record the fact of the holder
having been a subscriber to undertaking,twhyheetheerntl
legally
eteott,hheaasheaftreeisl
payment of the deposit money has and that the
ietgiealll
in the company.
deed is separatedend se
been parted with Thatfrom hand to hand, that perhaps the
party by an interval, not
who signed the. .
by the board or provisional committee as before. The direc-
tors then issue an advertisement, calling the parties holding
scrip certificates to bring them in and receive in exchange
the sealed certificates of the company, making them
members of the company, and registering them as
such. At that time the shares are in of twenty,
thirty, or even fifty persons from the party who is
entitled to receive the shares in the company. When the
Act of Incorporation passes, then the directors who continue

in office, till, according to the provisions of the Bill, a
jeneral
meeting is called for the election of fresh directors, and e:ftet
their title to the interest which they have in the compii.ll3".
The directors of the company issued an advertisement, tha:
the scrip certificates should be sent in by the 15th of
September, 1846; that time was afterwards extended to the
middle of October, 1846. The petition, Sir, then goes on to
state as follows :—" That the first general meeting of the
Birmingham and Oxford Junction Railway Company was
held on the 30th of October, 1846, and up to that
time the Great Western Railway Company had made no
overture whatever to the shareholders, nor, as your peti-
tioners believe, to the directors of the Birmingham and
Oxford Junction Railway Company, for any purchase or lease
of their undertaking. That at such meeting the following reso-
lution was put, namely, 'That as this meeting deem it expedient
that an amalgamation of this company with the Birmingham,
Wolverhampton, and Dudley Railway Company should be
formed, the directors be authorised and requested, in con-
junction with the Birmingham, Wolverhampton, and Dudley
Railway Company, to apply to Parliament in the
next ensuing session for an Act or Acts to
carry such amalgamation into effect, providing in the
said Act for power to lease or sell the two
lines when amalgamated, or any part thereof, to the Great
Western Railway Company, the directors being requested
and authorised at once to negotiate with that com-
pany for some arrangement for that purpose. That
at the said last mentioned meeting—(l beg to call
your particular attention to this fact) —that at the said last
mentioned meeting Mr. Charles Russell, the chairman of the
Great Western Railway Company, being also a director of
the Birmingham and Oxford Junction Railway Company,
was present, and a discussion having arisen on the subject,
it was stated by the said Charles Russell that he was not
prepared to make any overture on the part of the Great
Western Railway Company for the purchase or lease by them
of the Birmingham and Oxford Junction Railway, referring
at the same time to the power of the Great Western Rail-
way Company, under the Birmingham and Oxford Junction
Railway Act, to use the line of the Birmingham and Ox-
ford Junction Railway in any event, and expressing a
strong opinion in favour of the proposed amalgamation
with the Birmingham, Wolverhampton, and Dudley Rail-
way Company." Now, it will be observed that. the proposal
made at this meeting was entirely different from that pro-
posed in the Birmingham and Oxford Act, for the sale or
lease of the line to the Great Western; but it was a proposal
for a totally different thing; it was a proposal for
an amalgamation of the Birmingham and Oxford Junction
Railway with the Birmingham, Wolverhampton, and Dudley
Railway, and proposing to unite them both into one line.
But the Birmingham, Wolverhampton, and Dudley Rail-
way was a totally independent and different company from
that of the Oxford and Birmingham Railway Company.
You will observe this most important fact, that when Mr.
Russell, the chairman of the Great Western Company, was
called upon to say whether or not the Great Western Com-
pany proposed to rent or to purchase the Birmingham and
Oxford Railway, Mr. Russell says—" No; we are not pre-
pared to do that, for it is not necessary to do so ; we have
already the power to use you : we' can use you, whether you
will or not. It is not at all essential to in to purchase a
lease of you; but I tell you what I will do: if you, the Bir-
mingham and Oxford shareholders, will consent to a dis-
solution of your own company, and an amalgamation of
your company with the Birmingham, Wolverhampton, and
Dudley Railway Company, then we, the Great Western
Company, will be prepared to take you up and
agree to puchase both companies." The share-
holders, as might. justly be expected, dissented from the
proposition made to them by Mr. Russell, the Chairman of
the Great Western Company. The petitioners then proceed
to state in their petition " That many of the shareholders of
the Birmingham and Oxford Junction Railway Company
were wholly opposed, and several of those present at the said
last-mentioned meeting expressed themselves as opposed, to
the proposal made at the said meeting for the amalgamation of
the Birmingham and Oxford Junction Railway Company, and
the Birmingham, Wolverhampton and Dudley Railway Com-
pany, and the negotiation then proposed for the sale of the
Birmingham and Oxford Junction Railway to the Great
Western Railway Company, inasmuch as the undertaking
of the Birmingham and Oxford Junction Railway Company
would be more valuable by being in a position to receive
and make terms for the traffic of other lines, and by not
being confined to that of the Great Western Railway Com-
pany alone, and inasmuch as the shares of the Birmingham,
Wolverhampton, and Dudley Railway Company, were of
much less value and at a much h.wer price in the market
than those of the Birmingham and Oxford Junction Rail-
way Company. That, notwithstanding the opposition so
made at such meeting of the 30th October, the said resolu-
tion so proposed as aforesaid was pressed by the directors, and
declared to be carried." Now, Sir, I come to a most impor-
tant allegation in the petition, as tending to show that the
consent of the shareholders was not obtained. The petition
states "That the shares of the Birmingham and Oxford
Junction Railway were, and are still, of much greater value
than the shares of the said Birmingham, Wolverhampton
and Dudley Railway Company, and that the shares of the
Birmingham and Oxford Junction Railway Company
are, in the opinion of your petitioners, worth
considerably more than a premium of 101. ss. per
share. That your petitioners believe that the pro-
posal to amalgamate the same two undertakings was
supported by the directors of the Birmingham and Oxford
Junction Railway Company contrary to the interests of their
proprietors, and because they were, to a great extent, direc-
tors in both such companies, and because three of the
directors of the Great Western Railway Company were also
directors in both such companies. That the interests of the
shareholders in the Birmingham and Oxford Junction
Railway Company, as a separate company, were in conse-
quence attempted to be sacrificed to the interests of the Great
Western and Birmingham, Wolverhampton, and Dudley
Railway Companies. That at the time of the said meeting
of the 30th of October the directors of the Birmingham
and Oxford Junction Railway Company held large quan-
tities of shares in that company, and in consequence of the
changes which had taken place in the real ownership of large
quantities of shares in the said company during such interval
between the sending in of the scrip certificates and the coming
out of the sealed certificates as afore said,the number of bona fide
shareholders in the said company entitled to attend and vote
at the said meeting had become very much reduced." The
petition then goes on to state the various provisions of the
Act, and the agreement entered into by the directors with
the Great Western Railway Company to the six articles of
which I beg to call your particular attention, more especially
to the sixth article in the agreement. I will now read to the
Committee the general terms of an agreement entered into
between the directors of the Birmingham and Oxford Rail-
way Company, and of the said two lines by the Great Western
Railway Company:—
" Ist. The capital of the Birmingham and Oxford and Bir-
mingham, Wolverhampton, and Dudley Companies to be
considered as amalgamated, and taken at 1,700,0001.
.2d. The Great Western Railway Company agree to pur-
chase the said two undertakings by payment of 101. ss.
premium on each share of 201., the said premium to become
payable within six months after the completion and opening
of the lines. The Great Western Railway Company are to
be subject to any liabilities necessary for the completion of
the said lines, and for the purchase of the Stratford-upon-
Avon Canal, over and above the same capital.
"3d. That if the railways shall not have been completed by
the Ist. of January, 1850, the premium of 101.55. per share
shall be considered due on the Ist of July, 1850, to those
proprietors who have duly paid up the amount of their calls,
and who have not been in arrear at any time for three
months, interest being paid half-yearly at the rate of five
per cent. per annum on the said premium of 101. 55., from
the let of July, 1850, until the said premium shall become
payable as hereinbefore provided. The Great Western Rail-
way Company may require the opening of any portion of the
line previous to the completion of the whole of the works
being executed, in which case the premium of 101. ss. shall
become due and payable within six months after such partial
opening in the same manner as if the whole line had been
completed.
"4th. Interest at the rate of five instead of four per cent.
per annum to be allowed to the proprietors of the said com-
pany upon all calls duly paid during the construction of the
lines, and in respect of any sums paid in anticipation of calls,
interest at the rate of four per cent. per annum shall be al-
lowed on so much as is advanced until it shall have been
called up, when five per cent. per annum will become pay-
able; coupons:to be given by the Great Western Railway
Company when the 201. share shall have been paid up or
advanced, entitling the holder to the premium of 10/. 55.,
and interest upon the terms hereinbefore provided.
" btb. That any further capital required for the purpose of
the said companies shall be provided by the Great Western
Railway Company, either by creation of shares or otherwise,
as may be sanctioned by Parliament.
6th. The Birmingham and Oxford and Birmingham, Wol-
verhampton, and Dudley Companies are to be amalgamated,
and powers taken for laying the broad as well as the narrow
gauge thereon, and an arrangement is to be made for blend-
ing the Great Western board with the directors of the amal-
gamated company in such manner as to give the Great
Western Railway Company an effectual control over the
expenditure of the said undertaking."
Now the petition; goes on to allege: this important point—
namely, that such an agreement was not within the powers
of the Act of Parliament by which the Birmingham and
Oxford Company had been incorporated, and that it was a
violation of the powers conferred by such Act on the directors
of the company. With respect to that there cannot be the
slightest shadow of a doubt that the Act which constituted
the Birmingham and Oxford Railway is an Act to form a
company to construct a railway between Oxford and Bir-
mingham. This claim, therefore, made by the directors
to carry out that which was the very essence—that
the shareholders should be consenting parties—had
been totally disregarded. The proposal was to amalgamate
the Birmingham, Wolverhampton, and Dudley Railway
Company with the Birmingham and Oxford. Railway Com-
pany. Now the Birmingham and Oxford shareholders say
this—they say it is not fair upon us that the Great Western
Railway Company do not choose to purchase us, and give us
those terms which the value of our shares in the market en-
title us to expect. The Great Western Railway has, it is
true, offered to purchase us, provided we became fused with
the Birmingham, Wolverhampton, and Dudley Railway
Company. Now the shares of the Birmingham, Wolver-
hampton, and Dudley Company are not so valuable as our
shares. They are lower in the market, and the consequence
of the fusion or amalgamation of the two lines will be that
of bringing the shares to a mean value, equivalent to the
premium to which the respective companies are entitled, and
the effect will be a loss and great sacrifice on our part, be-
cause that, whereas we can get 15 per cent. for our shares,
if we are amalgamated with the Birmingham, Wolverhamp-
ton, and Dudley Railway Company, we shall only get a
something for our: shares equivalent to the mean value of
the shares of the two companies. The petition then goes on
to state, " That certain of the shareholders of the Birming-
ham and Oxford Junction Railway Company, who had at
the same meeting, of the 30th October, dissented from the
proposal of amalgamation then made, became aware, be-
tween the said 12th of November and the end of
that month, of the said agreeement of the 12th
of November; they entered into a communication with
with the directors of the London and North-Western Rail-
way Company, and addressed
.to them a memorial of which
will following is a copy." I 11just call your attention to
this
as important because it is necessary to see what was the
opinion of the shareholders upon the subject.
thatvery m
Itti we a great
would not
be material except to show that at
body of the shareholde.rslw7emdaisksienngtietnhtes.ir Aospifnairo,nast lkeansot:vans,
dissentients they were
they had the opportutnsaT of
the
propositions and designs of
thewh edni rtehcet osresn,
seen
odf yt
ho ue will
shar
esiei eo
ladfetresr ,
h Itake
is
a d you
been
taken
further,k enitthat
the
ctiloenaroefstthcase
Lewgilisiicahtawrf eTvheer
memorialbrought before
goesonthtoe
sctoantsei—dera-
" To the Directors of the London
Company.Londonand North-Western Rail-
waythe undersigned, j
anetJunction
Railway-,
proprietorsadw aoyf, shareseing
iwnh"otlGhlyeendßtilsiesrmamteii
-hdatwe i 'tahntdh e Oxford
vreptortnedc proposalsompann iannadd ee
especially
euisa
lbl )y-
-"atteermpt which is being made, as
aNtlie Great Western, to unite the
disapproving the
oafa f theth e Greatinjurioush
treaty
Railway ;s a preliminary measure
distinct undertaking, the Birmingham,
with
and Dudle).- Railway Company, respectfully
yoi will consider the propriety of proposing
Birminghamrt
oafnottheertarnaeacind
that
ternents by which the Birmingham and Oxford
Wolverhampton,requestsome
rr
line might be connected with the London and North-Western
Rail ray Company, and if you think such a measure de-
sirable, that you will at once submit some offer for con-
sideration."

Ir.
C
the Chairman of the London and North-
1,. Glyn) Tt
;1( estern Ra it,wompany, sent in reply to this memorial
ay
the following M iswe'r:L7ndon and North-Western Railway,
London, 2d Dec. 1846.
44 sirs,-1 have the honour to acknowledge the receipt of
. •noria 1 signed by you and other parties interested in
the mk- .0,.,-Tet and Oxford Railway (having received a
the Birmi,.._ u 1 from other shareholders in that company
similar inernoZia- 'hire), expressing your dissatisfaction with
resident in Lailea'-, by the Great Western Railway directors
the terms offerZeu,.t. hat uidertaking, and calling on the Lon-
for the purchase of ..rn Company to propose some other ad-
don and North-West-, ,s, and to secure the effectual carry-
vantageous arrangemen, 1 original intention of the under-
ing out of that part of th. •-•) a continuous communication
taking which had reference 1, ' and the Sontb. There is no
between Lancashire and Oxfora ••_ Western Company have
doubt that the London and Nortt. "Inction had before their
still the same interest that the Grand u. ,ted communication
union in obtaining the most uninterr4 =pion, and they
N• • between Lancashire, Oxford, and Sout
view to the local
would on that account, as well as with a - • }sting ,
Lrar ~
ex oc,
objects of the line, and the purposes of their
„aid be pre-
be ready to consider your suggestion. They w,
~ •,,;,
pared to unite with the Great Western Company `'-,t,8i1-"r
lease of the Birmingham and Oxford line, under whit. vise
objects might be secured, and the public would have c's°
the advantage of a very low scale of rates and charges.,'
and by the amalgamation Act of the London and: North-
Western Company lower than that of the Birmingham and
Oxford, and much lower than that of the Great
Western. With this view, and to effect this
joint arrangement, the London and North-Western
directors are prepared to unite with the Great Western
Company in proposing terms considerably more ad-
vantageous to the Birmingham and Oxford Company than
those which have been offered by the Great Western. -If the
Great Western decline this suggestion, which we have com-
municated to them, the London and North-Western, desiring
still to carry out these important objects, are prepared, when
the present offer of the Great Western is disposed of, to pro-
pose on their own acccunt a basis of arrangement which will,
they doubt not, meet with the views expressed by you and
the other memorialists. I beg to add, that we shall be ready
at any time to receive a deputation from the memorialists as
aeon as you may think it desirable that a meeting should
take place.—l have the honour to be, Sirs, your obedient ser-
vant, _
.._ " GEORGE CARR GLYN, Chairman.
.._

" To James Buchanan, Esq., and others."
Now, Sir, it is clear that at that time the shareholders had
the fall right to recede from any engagement into which
the directors might have led them. This fact is important,
because the petitioners allege that on the 12th day of
November the directors entered into an agreement with the
Great Western Railway which could not be binding,
inasmuch as it had not received the sanction of the share-
harebolders, but preparatory they called a meeting, a special
general meeting, which was convened on the 4th day of De-
cember. On that day the meeting was held. The petition
stated—" That a general extraordinary meeting of the Bir-
mingham and Oxford Junctionaailway Company was called
by the directors for the 4th day of December, 1846, for the
purpose of considering the said agreement between the
directors of the Birmingham and Oxford Junction Railway
Company and the directors of the Bitmingliam, Wolver-
hampton, and Dudley Railway Company cn the one part,
and the directors of the Great Western Railway Company
on the other part.
" That on the said 4th of December a still greater change
had taken place in the ownership of shares in the said Bir-
mingham and Oxford Junction Railway Company, and fur-
ther, large quantities of shares had been sold on the condi-
tion that they should be paid for the purchase completed on
the issue of the said sealed certificates; and several of the
directors of the said company had, previously to the said 4th
day
of December agreed to sell certain of their shares on
the same condition, and they had obtained for the sarße, in
consequence of the negotiations aforesaid, premiums
" That shortly before the said 4th of December. the said
directors had declared their intention to issue the sealed
certificates on the said 14th of December. That
strong representations had been made to the said di-
rectors betbre the said meeting, but after it had been
advertised, by Mr. Elias Joseph Masley, Mr. John Meeson
Parsons, and others of the dissentient shareholders, calling
upon them to postpone the holding of the proposed meeting
until the said sealed certificates should be issued, in order
that the bona fide proprietors cf the shares might be repre-
sented; but the directors wholly disregarded such repre-
sentations.
" That under the circumstances before stated it was
highly improper in the said directors to hold the said meet-
ing of the 4th of December for the determination of so vital
a matter as the absolute sale of the undertaking, inasmuch
as no sealed certificates of shares had been issued by the
said directors; and in consequence of non-issue of such cer-
tificates many persons who had agreed for the purchase of
shares in the said company were unable to complete such
purchases, and were unable, therefore, to attend and vote in
respect oisuch shares at the said meeting."
Now, Sir, I pause and ask whether, under these circum-
stances, considering that the Act of Incorporation passed in
the month of August, and that the directors had advertised for
sending in the scrip with a view to the issue of sealed certi-
ficates on the 15th of December, that they themselves after-
wards postponed the issue of those sealed certificates. On the
24th of October, the first general meeting was about to take
place; on the 13th of October they further postponed the
issue of the sealed shares till the 14th day of December, and
then having entered into an agreement with the Great Wes-
tern Railway Company, of the directors of which six were
directors of the Birmingham, Wolverhampton, and Dudley
Railway Company. A number of these directors sold their
shares on the 4th of December anterior to the issue of the
sealed certificates, knowing, as they must have well known,
of the fact of the postponement of the meeting, and of the
issuing of the sealed certificates till the 16th day of December ;
and knowing, as they well did, that by the postponement of
the issue the effect would be, that a great body of the share-
holders would be prevented from attending that meeting, and
giving their voice, or expressing their opinion upon the sub-
sect of the agreement. Let us see, now, what took place on
the 14th of December. The petition goes on to state, "That,
notwithstanding these remonstrances, the directors of the
Birmingham and Oxford Junction Railway Company per-
sisted in holding such a meeting. Philip Henry Mentz,
the chairman of the said Birmingham and Oxford
Junction Railway Company, then referred to and
produced a copy of the said reply of the said
Mr. Glyn to the said memorial. which is stated to
have been forwarded to him by the directors of the Great
Western Railway Company, to whom the same had been
sent by the directors of the London and North-Western
Railway Company, and many of the proprietors then present
opposed the then proposed arrangements with the Birming-
ham, Wolverhampton, and Dudley and Great Western Rail-
way Companies, and insisted on the propriety of making
terms for the possession of a portion of the traffic of the Lon-
don and North-Western line, as well as that of the Great
Western Comnany.
"That at the said meeting of the 4th of December the
said Elias Joseph Mosley, being called upon to do so by
certain observations then made on the subject produced,
and referred to the said letter from the said Mr. Glyn,
stating the readiness on the part of the London and North-
Western Railway Company to treat on such an offer of 15!.
per share.
" That at such meeting of the 4th of December the said
agreement of amalgamation and sale made on or about the
12th of November, was read to the meeting, and a resolu-
tion was proposed that such agreement should be ratified and
confirmed, and that the directors should be authorised and
requested to take the necessary steps for carrying the same
into effect ; whereupon an amendment was moved by Mr.
George Turner, an original shareholder, to the following
effect :—"That, inasmuch as by the non-issusing of certifi.
rates in this company it has been impossible to complete the
purchase of a large number of shares, by which parties en-
titled to hold them, not being able to obtain the necessary
transfers, are precluded from giving their opinion on the subject
submitted for the consideration of the meeting this day, and
and it appearing that the certificates are to be issued on the
14th instant, it is expedient that this meeting be adjourned
until the 14th of January next."
Such was the nature of the proceedings to which
I have alluded. If that was too long a period, why
did they not adjourn to the 15th December, so that all the
shareholders entitled to vote would then be able to be pre-
sent and express their opinion of the agreement with the
Great Western Railway Company? By adjourning t o that time
all the persons shareholders in the concern would have been
enabled to be present to vote. I ask, therefore, is it not the
bounden duty of the directors, if they were bona fide anxious
to serve the true wishes of the shareholders upon the subject,
and whether, conformably to the provisions of the 9th and
10th Victoria, an Act constituting the Birmingham and Ox-
ford Railway, and requiring an attendance of shdreholders at
a general meeting for the purpose of approving such agree-
ments—l ask whether the directors were not in duty bound
to call that meeting? They had postponed issuing their
shares from the middle of September till December, that
being a period of three months. The meeting was
called for the month of October. It was again
postponed till the 14th of December. We believe that had
not this arrangement been carried out a great number
of the parties holding shares in the company- were adverse to
the arrangement made with the Great Western Company,
and had they postponed the meeting till the 14th of January,
when the sealed certificates would have been issued, these
and
express would have been enabled to attend the meeting
express their opinion as dissentient shareholders. Now. the
shareholders present did not represent, we are sure, the
majority of the company; they were but a small minority.
They might have said we are a miserable handful, the mere
minority of the proprietary of this company, and sealed
certificates not having been issued, the great majority of
shareholders cannot possibly have the right; and had such
persons been present at the meeting there is not the smallest
doubt that the resolution would have been carried. They
persevered, however, with the resolution, and it was carried.
I know it is an argument to be relied upon by my Learned
Friend, that it was not necessary that those sealed certificates
should be issued to enable the body of shareholders to vote.
I have no doubt, my Learned Friend might say, that
if the meeting had been postponed till the 14th of January
it would have been fatal to the Bill. Not at all ; because
the directors of the company could have gone on with the
preliminaries of the BilL What was required of them was
only to commence the initiatory proceedings. That was all
that was necessary before the directors came to the Com-
mittee to ask them to sanction the dissolution of the Bir-
mingham and Oxford Railway Company, and its amalgama-
tion with another company. I cannot, then, think that there
can be much weight in the argument of my Learned Friend
on this point. I will show you, if I am allowed to do so,
that they could have postponed the meeting without the
least danger to the Bill. The directors, however, boldly
took up their position and said—We are the directors of the
company—we are the majority of the persons present—we Now
have got a majority, and we will exercise onmrringtht. ewas .
ment
let us see what took place after the amend
The petition goes on to state, " That
g
rsiuci resolution
tench
e_l amend
was declared to be lost, and the
was then put, and declared to be carriedo at the same
meeting, although the directors the said Birming-
ham and Oxford Junction Railway Company had no
power under an Act of Parliment to enterintotehree satidheargrefeoer-e
agree-
ment of amalgamation and sale, and were
obliged to apply for a new Act of Parliament to carry the
same into effect. That your petitioners believe that the
issuing of the said sealed certificates was purposely delayed
by the said directors of the Birmingham and Oxford Junc-
tion Railway Company, for the purpose of preventing a large
and influential number of persons, who had purchased shares,
and were bond fide entitled to and compellable to pay for
the same on the issuing of such certificates, and who, to-
gether with the dissentients actually present at such meeting
of the 4th of December, might have prevented the passing
of the said resolution, declared to have been carried thereat
from attending and voting at such ;meeting. That your
petitioners further believe that the said directors fixed the
time for holding the said meeting of the 4th of December
prior to the coming out of the said sealed certificates, and
refused to adjourn the said meeting, with the same object and
design of preventing such persons from so attending and
voting thereat.
"That the said agreement of amalgamation and sale so de-
clared to be ratified by the said meeting of the 4th of Decem-
ber, is wholly invalid at law and in equity, and is an excess
of the powers granted by the Birmingham and Oxford
Junction Railway Act.
"That it is essential, f
for the interest of the publicas.w.e.ll
as of your petitioners and their fellow-shareholders, he a
madet the
Birmingham and Oxford Junction Railway should be