The Sun.
London, England, 1847-05-08 00:00:00

that he would not grant to a single shareholder as against
the company any injunction; if he were to do so, there was
not a single individual who fancied himself aggrieved with the 1
proceedings of his directors but would appear before that tri-
bunal where, by his agents and counsel, he might oppose
the Bill passing into law. " Was not that (said his Lordship)
the old and constitutional mode and regular mode of procedure ?
If this Bill is listened to every time a new Act is applied for
a single individual who might choose to differ
from the rest might come before the court
and obtain his injunction. I for one will not
assist in encouraging such litigation. The proper place
for persons to oppose will be before the Committees of that
Legislature before which the Bill is placed." That, Sir, is
the proper place for persons to seek to be heard by their
counsel, their agents, and their witnesses. That this autho-
rity is entitled to some weight is clear, because we have the
present Lord Chancellor refusing individual shareholders
the relief which they pray, on the express ground that, in
another place. before a Committee of the House of Commons
or House of Lords, they might appear in support of such
cases. I ask, then, what are all these cases to which I have
referred your Committee, compared with that which is now
under your consideration ? In all these instances we have a

few V dissentient v shareholders objecting to the course
about to be pursued, and these all pray •to be
heard in their individual capacity against the direc-
tors of the body of which they were members, on the
ground that they had certain rights vested in them by
existing Acts. lou cannot, therefore, deprive them of their
rights; but if shareholders are to be set at defiance by
directors retaining possession of the common seal of the
company, they would be enabled to do so, and might
proceed without the sanction of the shareholders.
In the present case the body of directors were proposing to do
something which was beyond the scope of the power vested
in them. The shareholders consider that this ought to be
prevented. Can anything offer a stronger case
than this, where the directors come to this House
for power to do that which is beyond the scope
of their Act, and against the wishes of the direc•
tors? The shareholders in this instance come forward
and proclaim the directors traitors to their interests, and
they say that, at tl.e only meeting where their voices could
be heard, they called upon the directors to affix the corpo-
rate seal to the petition which was the result of their unani-
mous feeling. I now present with all humility, but with the
most perfect confidence, toyou the petition of Sir H. Verner and
five other persons, because the directors refused to affix the
corporate seal to that which was in fact the petition of the
corporate body. Unless that petition be heard, unless
the allegations contained in that petition be proved—
and I pledge myself to do so—except, I say, these
allegations are heard, and you give the opper-
tunity of proving the same, you will not
.only
be doing a most crying injustice, and establish a most fearful
and fatal precedent, and that, too, in:the face of all those
precedents to which I have already called your attention, and
which are weak indeed, compared to the case which 1 have
now to present to you, you would allow, by such a cours,e,
any directors who were in the possession of the corporate seal
of the company to dispose of, without appeal, without the
possibility of the shareholders coming forward to protect
their rights and interests. Surely, Sir, that is a state of
things you can never sanction, or for which you would not
surely establish a precedent. For the purpose of my argu-
ment every allegation in that petition must be taken as
proved. If they were proved, could you then pass the Bill?
Would you so far interfere with the indisputable rights of
the parties whom I represent? I cannot for a inomeit sup-
pose that you would do so. It would be a must mon-
strous thing. Can you, if this be proved, which is
the foundation of my application—if these] allegations, I say,
are proved, can you report to the House, of which you are so
honoured a member, that the preamble of this Bill has been
proved? Can you report that it is the desire of the share-
holders that the preamble of this Biil should be reported as
?roved, and that it is brought forward with their concur-
rence. Sir, lam prepared to show you that it is not so. If
those facts and allegations contained in the petition are to be
proved, how are they to be proved? Are they to be proved
by ex parte statements, or are they to be openly met by the
shareholders at once before this Committee? But when
you find the directors, from the beginning of the concern
evidently to avoid an opportunity for taking the sense of the
body at large, postponing the issue of the sealed certificates,
and at the last moment, taking care to call the meeting at
such a time as they could command the majority—when you
find them refusing to postpone the meeting, in compliance
with the unanimously-signed requisition of the shareholders
—when you find them taking care not to issue the sealed
certificates in time for the general meeting—when you find
the directors refusing t,t go out of office, so as to give legal
opportunity to elect others—when, on the 13th of March, the
shareholders did what the directors could no longer prevent
them from doing, namely, appoint six directors who would
be willing and careful for their interests, —when, I
say, you find these other directors doing all
they could to make that election a mere mockery
and a delusion, by the appointment of a committee,
by delegating the whole functions of the directors to that
Committee nominated by the directors themselves—the
directors of that new company, of which they had been
charged by the shareholders as guilty of selling their in-
terests to the Great Western Company—l am sure, Sir, you
will not lend your sanction to a course of proceeding like this.
They cannot suffer if my statement is proved. The
Great Western were bound in right by virtue of
what they have done, and there will be abundant
opportunities hereafter for them of proving those rights; but
if you now put the final seal of your sanction upon this
nefarious transaction there is an end to the possibility of any
justice in any court of law or equity afterwards being suc-
cessfully applied for on this subject. I submit, there-
fore, that upon the grounds of principle, upon the
grounds of precedent, upon the grounds of justice, and
upon the grounds of common sense, that we should
be heard on this petition, and be allowed a lull opportunity
of proving the allegations contained therein. But when, as
is the case in the petition before you, this was only a want
of the formality of the common seal of the company being
affixed upon it, and but for which we should have an un-
doubted, an imprescriptible right to appear before you—if
you refuse to hear us on these grounds, you will, then,
by the misconduct of the directors—l can apply no
milder term—refuse us an opportunity of proving these al-
legations. If the corporate seal of the company had been
affixed to that petition we should, of course, be entititled to
be heard; and, are we then to be refused in consequence of
the mismanagement of the directors, by their rousing to
perform the duties which devolved upon them
namely, that of affixing the common seal
of this company to the petition ? Suppose that
this were a question between this company and
another, then that company which had a measure before
Parliament affecting the interests of the first parties—sup•
pose that the parties or directors of the company were en-
trusted—from some motive or other should refuse to affix the
seal to the petition to Parliament, could it be said that the
absence of a mere formality of the company's seal would be
allowed to stand in the way of the company being heard
upon the petition?? From the time I made myself ac-
quainted with the allegations of the petitions, and that
the seal of the company had been improperly withheld,
I thought - that it would be impossible for the
Committee to refuse to hear the petitioners; and I
thought it was impossible that they should not allow the
parties to stand in the same position as though that which was
necessary had been done, seeing that upon the petition
to which I shall call your attention, all these matters
will arise which is necessary to be brought before you. One
single word with respect to the prayer of the petition. The
petition is in the common form of petitions, and I believe all
my experience warrants me in making the assertion, that the
statement of the grievance is always contained in the
body of the petition, and the prayer of the
petition is in the usual form. If we are allowed to go
into the petition the fate of the Bill will net remain long in
suspense. The facts of the petition can all be proved. I
trust, therefore, that you will not establish a fatal precedent
in this case, and I trust that you will think that we ought to
be heard in support of the prayer of the petition.
The Learned Counsel having concluded,
Mr. WHATELEY addressed a few observations to the
Committee against the right of reply on the part of the
opponents.
The Committee then adjourned.

OPENING OF THE CROYDON AND
EPSON' RAILWAY.
On Thursday Capt. Symmons, the Government Inspector-
General, made an experimental trip over this newly-tormed
line, in continuation of the old Croydon Railway to Epsom,
by an extra route of eight miles, making the total distance by
rail between London and Epsom a matter of about eighteen
miles, though by the road the route is only fourteen. Its
completion is a matter of pleasure to turfite, traveller, and
tourist. Amongst those who accompanied the inspector
were Messrs. Crowley, ,Schuster, and Nix, directors; Mr.
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the
London-bridge station at eleven, they reached Epsom, stopping
at various intermediates, in an hour. The distance is to be
ordinarily done in three-quarters. The line abuts most con-
veniently on the town, and is about a mile distant from the
race-course. The idea of making it an atmospheric line has
been totally abandoned, and the pipes and pistons have been
pulled up over the whole route. It is a perfect surface line,
and full of delightful landscape, passing through and accom-
modating Carshalton, Sutton, Cheam, Ewell, and Epsom.
The fares are to be—first class, 3s; second class, 25.; third,
Is. 6,1. Extra trains will be run during the races.
The inspector having expressed his perfect satisfaction
with the condition of the works, the line will be opened on
Monday next. The average cost has been about 200,0001.,
and the governing gradient is lin 100. There are no en•
gineering points of note; the chief feature being a succes-
sion of some thirty neatly built bridges of divers elegant de-
signs. The line will eventually be prolonged to Portsmouth,
forming the so-called Direct Portsmouth line. The company
calculate upon having twice as much traffic in the race-week
as they will be conveniently able to accommodate. The
total traffic reckoned on is between 16,0001. and 20,0001.
per annum, and the whole extent of line will be worked as
part and parcel of the Melton and South Coast system.
The trip passed off remarkably well, and the new route will
be of vast convenience to those who may not have the neces-
sary amount of leisure to dispose of, or money to spare, so
indispensable to the pleasures of the "road," in the old
turfite acceptation of the term.