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

titled to any permanent interest in the concern. There can ,
not be a doubt as to what was the case at the meeting held 1
on the 13th of March, because by that time the scrip certifi-
cates
had been issued, and the 35,000 shares which were re-
presented at that meeting were held bona fide by
bona' fide proprietors. This is clear to a demon-
stration, and the whole of these shareholders were
unanimously in favour of putting a stop to the arrangements
entered into between the directors of the company and the
Great Western Company. Then the petitioners state, that
at the same meeting they elected, as they were empowered
to do under their Act, six new directors. Let us see what
was done upon that. To give you a notion how far the pre-
sent directors can be considered as fairly representing the
company I can show you how absolutely important it is
to get at what is the true sense of this company, whose
rights these directors are called upon to deal with, and so
far as my Learned Friend can represent their presence here.
Let us see now what the directors did. The six new di-
rectors, upon this same day, just before the general meeting,
of which no notice had been given, adopted this step to
frustrate the purposes of the shareholders in the course they
meant to take. They had recourse to this miserable expe-
dient—they appointed a sub-committee of seven of their
own number, and transferred all the powers incidental to
the directors, without a single reservation or exception, to
this knot of seven, so as to prevent the possibility of the
appointment of six new directors having the slightest effect
upon the councils of the body. The resolution passed at
that meeting was as follows :
"That although the six new directors were so chosen by
the said meeting on the 13th day of March, 1847, yet their
election is rendered wholly inoperative, in consequence of the
twelve directors who were in office before the said meeting,
having at a meeting of themselves, on the said 13th of March
last, before the holding of such meeting, passed a resolution
'n the following terms 13th of March, 1847—Resolved,
that Messrs. Munta, Matthews, Shaw, Spooner, Freer,
Symonds, and Barlow, be appointed a committee, of whom
three shall be a quorum, for the purpose of entering into such
contract or contracts as they may deem necessary or pro-
per, for, or in reference to, the making, maintaining, and com-
pleting and furnishing the Birmingham and Oxford
Railway, and the works and conveniences connected
therewith ; and for the purpose of doing all such acts
and things as in their judgment may be necessary
and proper for enforcing, procuring, and obtaining the
performance and execution of any such contract or contracts,
or any similar contract or contracts already entered into by
and on the part of the company, and also for the purpose of
making and enforcing the payment of calls upon share-
holders in the company, when and in such manner as the
said committee, or any three of them, may deem proper;
and also for the purpose of conducting and managing any
Bills or Bill already or hereafter to be depending before
Parliament in any way relating to the affairs of the said
company; and also for the purpose of either witndrawing
any such Bills or Bill, or taking such steps as may be neces-
sary or useful for procuring the passing thereof, with such
clauses therein as they, the said committee, or any three of
them, may deem advisable, and also for the purpose of doing
all such acts and things as in their judgment shall be necessary
.or proper to be done by, or on the part of the company,
in or towards the performance and execution on their part
of the resolution or agreement already made between the
Birmingham and Oxford Junction Railway Company on the
one part, and the Great Western Railway Company, and Bir-
mingham, Wolverhampton, and Dudley Railway respectively
or either of such companies on the other part, and for the
purpo.e of enforcing and obtaining the performance of such
agreements respectively, and any other agreements already
made or hereinafter to be made between the Birmingham
and Oxford Junction Railway Company on the one hand,
and any other company or companies, or person or persons
upon the other hand, and generally for the purpose of doing
all such Acts in reference to the affairs of the
Birmingham and Oxford Junetion Railway Com-
pany as the directors thereof might lawfully do.'
'l' hat the effect and intention of such resolution is to cancel
the appointment of the said six new directors, and to transfer
the whole management of the affairs of the company to the
committee thereby appointed. That of the seven members
of such committee six are also directors of the Birmingham,
Wolverhampton, and Dudley Railway Company, and two
are directors of the Great Western Railway Company; so
that the majority at a meeting of the quorum of such com-
mittee may consist of the two Great Western directors.
That since the appointment of the said committee no meet-
ing of the board of directors of the Birmingham and Oxford
Junction Railway has been held, although the affairs of the
company are of urgent and pressing necessity. That by the
said Bill the directors who were in office before the election
of the said six directors are proposed to be continued in
office until the completion of the works, or until the transfer
thereof to the Great Western Railway Company. That if
four of the said original directors had duly retired from office,
and the shareholders had proceeded to elect four new
directors in their stead, the persons who would have been
new directors of the said company would not promote the
said Bill." Sir, that is a matter of great importance, as it
would be competent for the shareholders to elect six new
directors; they should have elected four more in the place of
the four who should have retired, so they would have had a
majority, and this Bill would not have been permitted to be
introduced by the company. I submit with the utmost con-
fidence that this is a matter which cannot be slightly treated,
and upon which the Committee must, if they will allow
me to say so, allow the allegations of the petitions to be
proved, and I will take-the liberf.ty of saying this with a
view to my present position, that every title, every iota of
that petition must be taken as fact. lam prepared to prove
the truth of the allegations to the very letter. I ask, then,
whether I am to be told that upon some technical
ground, some non-compliance with the formality of
an Act of Parliament, that I am not to have
a Incas standi before the present Committee, and to oppose
the agreements which have been come to between the Bir-
mingham and Oxford and the Great Western Company, in
express defiance of the wishes of their shareholders? The
Act authorising the transfer of the line to the Great Western
is founded upon the express condition that such transfer or
lease can only be made by the consent of three-fifths of the
body of a meeting, to be specially convened, for the purpose
of taking the sense of the shareholders upon the subject. If
then, 1 am in a position to show you that by the acts of the
directors, whether by laches or by design, or any other cir-
cumstances, or by their carcessness in postponitrz to call the
meeting at the proper time—whether, I say, in consequence
of this the shareholders of the company have not been able
to express their opinions upon the subject ; and more than
that, since it has been positively affirmed that the sense of the
body of the shareholders is adverse to the course which
the directors have taken, I want to know whether,
tinder these circumstances, I am not to be allowed
to prove the allegations of these petitions ? You
see, Sir, that if the case went no further than that—if
the directors had not taken the proper steps to ascertain the
true sense of the shareholders—if they had not taken the
steps of the 14th of September, I should have been entitled
to say that the body of the shareholders had not given in
their assent to the proposition of the directors on the subject
of the sale of the line to the Great Western Company. I
may then say that we are entitled to be heard, on the ground
that the mass of the shareholders—the proprietors of this line—
dissent from this measure, but when I go beyond that, and
show you that whereas the directors had taken good care that
the sense of the shareholders should not be taken ; that the
means of expressing their opinions were placed beyond their
power; that the long interval of forty-five days was allowed
to elapse without the meeting taking place, and when such a
meeting did at length take place, that thirty-five thousand,
out of the fifty thousand shareholders, without a single
dissenting voice, opposed the conduct of toe direc-
tors,—when, I say, you find the whole body of the
proprietary giving it as their opinion that the pro-
posal of the directors was fatal to their interests, that they
were determined to proceeed with the petition to Parliament
against the Bill—when they were determined under every
circumstance to oppose the sale of the line—when they called
upon their directors to affix the common seal of the company
to the petition—when we have done all this, it gives us the
power, beyond all doubt or question, to be heard before this
Committee, and not only to be merely heard, but to be heard
successfully; because I say, the directors did not choose to
perform their duty by affixing the common seal to this peti-
tion. If they were prevented now from being heard, what
would be the consequence of the adoption of such a course?
In case these twelve directors, because they were possessed
of the common seal of the company—if you give to the majo-
rity of these who may happen to be present the power of dis-
posing of all the rights and interrsts of those whose rights
they are the mere representatives of—if we once allow the
principle that the directors shall be enabled to care nothing,
no matter however detrimental it may be to the interests of
the shareholders, you give them an authority to come before
a Committee of Parliament for any measure, no matter
how preposterous soever it may be, or how much
it may sacrifice the interests of those whose rights
they are bound to protect, simply and solely because
they are possessed of the common seal of the company, and
refuse to affix it to a petition, although that petition may be
sanctioned by the great mass of the proprietors. I cannot
conceive of any amount of fraud which could not be perpe-
trated by this means. They come here for the purpose of
obtaining a legislative Act ; you pass the measure which
they ask; in vain those beneficially interested, in vain the
body of the proprietors, unanimously, and without a dis-
sentient voice, come to this House and crave to be heard
against the Bill which the governing body propose to be
carried out—though the measure never received the assent
of the proprietors, and though they are endeavouring to
carry it out by fraud or by misrepresentation. If the peti-
tioners are not heard what is the consequence? The Bill
may pass on ex parte statements ; it may be that it ought to
be sent up to Mr. Greene, to the Committee up stairs, a!, an
unopposed Bill. It we are not to oppose it no person can
there is no landowner, there is no competing company.

. . „ . .
The only persons to be heard against the Bill are
the shareholders. If they should be refused to
be heard against the Bill, when they come
to be heard according to the somewhat tardy proceedings of
Ithe Court of Chancery, the answer will be in vain, because
the Bill of the shareholders seeks to interfere with the ma-
nagement of the company. The answer will be, the Legis-
' lature has anti, ipatetl the decision by a strict enactment. The
rights of parties are concluded for ever. Is that then a state
,of things to be endured ? If such were to be the case the
I effect, I fearlessly assert, would be most disastrous. The
lonly remedy, except by going to a court of equity, and
. praying that court to interpuse and prevent the proceedings,
was to have come to the Committee. They have done so ;
and the decisions which have been come to in the courts of
equity, where they have also been taken, have, to a certain
extent been conclusive in our favour. I assert this without
fear of contradiction ; I say, the views now entertained by
the courts of the highest authority in this realm are, that
these four directors should have gone out, and their place
been supplied by four others by election. These, with the six
directors elected on the 13th of March, would have
given a measure favourable to the interests of the share.
holders, and prevented the measure from being
brought forward. I feel, Sir, that these are matters
to which the Committee will attach some importance. We
feel that our only remedy is here, and I come here prepared
to support it by precedents innumerable; and I am prepared
to contend, that in point of principle, ifno precedent existed,
the present is a case which calls fur one being made. It is
clear our rights are to be invaded, our interests to be affected,
and this all to be done without our consent and without our
will. You will take into consideration the ground which

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rheahtewn
de
giveme.
are without remedy if you pass the . .
such a state of things would
)n ought to be con-
clusivethat even upon that ground your demst,
BlTlll,leantlt ialipt
directors should have
a bill in equity. They allege that the ,
on my side. Certain of these shareholders have filed
gone out by a certain day in the month of February, and at a
general meeting appointed to take place in February a fresh
election of directors was to take place under the provisions of
the Act of incorporation. These directors, however, refused
to go out. They remained in office- They are not then the
P roper directors of the company. The shareholders complain
' of this conduct on the part of the directors, and
they further say that these directors have sacri-
, filed their interests for certain sinister purposes.
which the bill sets out. The Vice-Chancellor decides iu our
favour the objects of the bill, that obj,tct bein to revent
the directors from going on. The Vice-Chanceg llorp decides
in favour of the petition, and grants an injunction. That
: • tion has been, however, reversed, and you will see
injunction
my
.position. If that in-
that
remained unrevereed the directors could not
that reversal actually fortifies
• uction had
junction
ifthey had presumed to have done
so,
been consigned to a certain place of durance
have
they would
of
the orders the High Courtof Ch
of ancery,
have come here, or,
for contempt
What, then, was the judgment of the Vice-Chancellor? I

will show you that the spirit cf that judgment remains
wholly nnreversed. It has been decided by him that those
directors should have gone out, and application has been
made to the Court of Queen's Bench for a mandamus calling
on the directors to show cause why they remained in office
contrary to the proyisions of the Act of Parliament, seeing
that they ought to have gone out, and ought to have been
no longer directors. The Vice-Chancellor says—(but I will
not read the whole of it, I will come to the gist of the
matter)—he says—(The Learned Cousel here read an extract
from the Vice-Chancellor's judgment, for the purpose
of proving his position). The Learned Judge granted the
prayer of the petition before him, and an injunction to re-
strain these directors from continuing to act as directors for
the purpose of carrying out the objects of the Bill. On the
appeal to the Lord Chancellor, the Lord Chancellor most
carefully guarded himself from giving any judgment on that
tart of the case on which the Vice-Chancellor had given a
decided and positive opinion. The Lord Chancellor reversed
the decree of the Vice-Chancellor on a purely tecemical
ground. He said that this was not a case for the interference
of the court of equity, because the petition before the court
was the petition of individual shareholders, and he could not
agree that individual shareholders had the right to come to
a court of equity to prefer a complaint against the acts of a
body, except that these acts involved an individual grievance.
If their case was that the acts of the directors of which they
complained were acts not affecting themselves individually,
being that they were not specific or individual grievances,
but affecting the body at large, then the bill ought to be tiled,
not in the name of a single individual, but in the name of
the whole body of proprietors at large, and he expressly
declared that if the bill were filed in that shape the court
might entertain it. Farther, the Lord Chancellor said the
prayer of the bill is to remove four directors from office, be-
cause they have not complied with the provisions of the Act
of Parliament. Now, it is not the province of a court of
equity to interfere at all on grounds relating to the frau-
chise. The Court of Queen's Bench exercised the exclusive
jurisdiction in all matters of this kind. On the two grounds
then that this is a petition of individual shareholders, for
there were two or three persons shareholders of the company
who were petitioners in the Court of Chancery, instead of the
petition being in the name of the whole body, and as the
matter complained of was not set forth as affecting them-
selves as individuals, but as affecting the whole body; and
as the matter complained of with respect to the directors was
a matter of franchise, the Lord Chancellor directed that the
court of equity was not the proper place to come to, but he
guarded himself most carefully against any in the slightest
degree trenching on the decision pronounced by the Vice-
Chancellor on the Act of Parliament. I have therefore un•
reversed the decision of the Vice-Chancellor, that those four
directors had ceased to be directors of the company, and that
they should havegoneout. The shareholders elected fourother
directors of their own who should have supplied their places.
Now, Sir, I have the clear judgment of the Lord Chancellor,
that the shareholders as a body might have filed a bill to
prevent the whole proceedingS. They, however, took the
wrong course—individual shareholders coming forward on
behalf of the company, not in the shape as representing the
company. I come back again, then, to the proposition that
the Vice-Chancellor has most distinctly laid it down as a
matter beyond a doubt in his mind, that by the true con-
struction of this Act four of the directors should have gone
out in February. 1847, when the shareholders were entitled
to elect four others, and they in conjunction with the six
whom they had appointed in the month of March would
have formed a majority, and at once defeated the Bill. When
the Lord Chancellor threw out this intimation, that it was a
matter of franchise, that being a technical question with
respect to jurisdiction, we went to the Court of Queen's
Bench, and obtained a rule for a mandamus, calling upon the
directors to oust four of their body, and convene a meeting
to elect four others in their place. That application was
successful, and the rule was granted. I do not mean it to
be supposed that I put this for more than it is worth. Ido
not think it is necessary for my Learned Friends to laugh at
this statement. I don't mean to say that the court
granting a rule " nisi" is equal to its granting
a rule " absolute." They must not suppose that
I am so much of a ninny as that. The Court
of Queen's Ber.ch has, however, said, that they
think it a matter worthy of censideration—they think it a
matter for grave and solemn argument, in order to the de •
cision of the question. I have, therefore, the Court of
Queen's Bench taking that view of the subject, and so far
going along with the views of the Vice-Chancellor. That is
a matter beyond a shadow of doubt. There is another im-
portant ingredient in this case : suppose it should turn out
that the Vice. Chancellor is right—and I apprehend that a
decision like his is worthy of some consideration—it does not,
I think, deserve to be treated with that sneer and ridicule
which my Learned Friends seem inclined to throw upon it,
instead of meeting the arguments of the case, as they ought
to do. The decision of the Vice-Chancellor is unreversed.
It is a fair presumption at all events that the decision is right
until it is reversed; we are entitled to place some weight
upon that decision until we are told that it is not correct,
or that it is set right by some higher authority. The Lord
Chancellor did not do that, he expressly guarded himself
against giving any decision upon the subject. What is,then,
the state of things? You have the whole body of the share-
holders dissenting from the measures of the directors, and
what is more, you have the directors actingin direct opposi-
tion to their wishes. Now, according to the judgment of the
high and solemn court of judicature in this country, presided
over by the most eminent equity lawyer of the age, it is de-
cided that these directors, by the construction of the Act'of
Parliament, are not the directors of the company; they arc
only a part of the company, appearing before you as the
promoters of the Bill, and perhaps before another mouth passes
over their heads, or still less, within the four first days of
next term you will have the decree of the Court of Queen's
Benbh confirming and making absolute the rule for a man-
damus. Now, 1 ask, if, undr such circumstances, we are
not to be heard? Is it possible to present a stronger case in
point of reason, principle, or expediency, or policy, or what
should obviously prevail even over them, the course of the
law as laid down by the greatest lawyers, supported by the
views which another Court has taken, as a matter calling fur
consideration ? • When, Sir, you come to consider all the
facts cf the case, there cannot be a doubt that if you were
compelled to exclude the petitioners, the case would be, to
say the least of it, a most grievous injustice. We have
taken this step, and we are prepared to prove all the allega-
tions in the petition, and in consequence of the views which
the Lord Chancellor took, when he said if the bill was pre-
ferred upon the part of the shareholders, we should then
be able to entertain it, what' did we thea do? By
way of showing that we had no doubt as to
what would be the issue of the case, we have
convened by requisition a meeting of the shareholders con-
formable to the terms of the Act of Parliament. We have
called upon the directors to convene a meeting to obtain the
sanction of the shareholders to file a bill in equity conform-
able to the advice of the Lord Chancellor. If, then, we can
prove these facts, is there any man who can say that the
preamble of this Bill is proved? Can it be true, as stated in
the preamble of the Bill, that the shareholders of the Bir-
mingham and Oxford Railway are desirous of amalgamating
with the Birmingham, Wolverhampton, and Dudley Railway,
and selling both to the Great Western ? The facts are all to
the very contrary, except they lead you to believe that the
company consists of these twelve directors, or that the seven
who form the committee constitute the company, or the
three, who are the quorum of the seven, or the two directors
of the Great Western, who might form a majority, or of the
two who form the majority of the quorum which represents
the committee, who represent the twelve, who represent the
company and all the shareholders. If they call this the
company, why, of course, then they have a right to be
heard, and we, I expect, nothing else than to be refused that
hearing. But if by the company you mean the shareholders,
not those who sold three thousand out of their four thousand
shares, and who just kept enough to qualify them for the
office of directors, —if you consider these the great body, of
course we cannot expect to be heard upon our petition be-
for this committee on the present occasion. If, however, you
look back to the 9th and 10th of Victoria, with the Birming-
ham and Oxford Railway Act, you will find that three-fifths
of the proprietors may be present at such meeting personally
or by proxy; but here you have the fact, that 35,000 out Of
50,000 shareholders declare that they will hare nothing
whatever to do with the undertaking. The Act siates that
the assent of three-fifths of the proprietors is necessary. I
have got the dissent of more than three-fifths of the pro-
prietors: this I am prepared to prove. But I am not
to be heard. Upon what ground am I to be
refused ? Simply because the directors are in pos-
session of the seal of the company, and have
refused to affix that seal to the petition of the shareholders—
that because they would not issue the sealed certificates
in time for the meeting which they had convened.
Had they done so the present Bill could not, of course,
have been allowed to go on. If, then, those facts
are proved, what would be the result? Would you pass this
Bill in defiance of the opinions of the shareholders? I know
that a notion has gut abroad which perhaps the Committee
may have heard, a notion that the Great Western Company
had a right under the Act of the 9th and 10th of Victoria, to
purchase that line; that it was the intention of the Legis-
lature that the Great Western Railway Company should
have the Bill; and that we, the shareholders, are standing
in the way. Turn, however, to that Act, and you
will find that no such thing as that is contained in it. It is
a mere permission to the shareholders to sell, and it is a mere
permission to the Great Western Company to buy; or, it
they don't agree to sell, to rent, or to lease, then
all parties are to be allowed to do as they like. If the
Great Western Company got a provision inserted ill that Bill,
that in case no such transactions as sale or lease was
entered into, that they would have the power of
running over that line. All parties were therefore, left in
complete state quo. When Mr. Russell was asked at
that meeting whether the Great We-tern Company were
prepared to lease or to purchase the line ; on that occasion
lie said, " We have power already to use the line for all the
purposes that we may require; but if you come into a new
scheme and agree to be amalgamated with the Birmingham,
Wolverhampton, and Dudley Railway Company, we will buy
you. We shall then get you both. We don't want 3 our
line • we want the Birmingham, Wolverhampton, and
Dudley. In order to obtain the Birmingham, Wolver-
hampton, and Dudley, we will have no objection to
purchase you. You know a great number of the directors
of the Oxford and Birmingham Company happen to be
either shareholders or directors in the Birmingham, Wul-
vethampton, and Dudley. They are, therefore, perfectly
willing to enter into an arrangement, because they see that
the Birmingham, Wolverhampton, and Dudley Railway,
which was of less value in the market than the
Birmingham and Oxford, would be able to cone.
nand in consequence of that connexion." The share-
holders of the Oxford and Birmingham Cempany, however,
said "Stop a minute; we are not prepared to do it; we don't
like to do so, and we will remain perfectly independent.
While we remain an independent company, we shall have
the traffic not only of the Great Western, but also of the
London and North-Western Railway running over the line,
and if you (the Great Western) will not buy us as an inde-
pendent line, why there are others who will. It we remain
independent we shall get the traffic o! the London and North-
Western, but if we sell to the Great Western we shall not get
it. That company will exclude it." No human being can look to
the Act of Parliament and say that what I have asserted is not
true. The Great Western Company had power to run over
the line, and no arrangement with the London and North-
Western could possibly deprive the Great Western of that
right they had so mitered, but subject always to this right
so acquired by the Great Western Company ; but it remained
open to the Birmingham and Oxford Company to make the
best terms they could with the London and )4rortli-Western
Company, or to remain independent and secure
what traffic they could for themselves. That
being the case the shareholders had a right

at the meeting held for that purpose to object to the 'im-
posed arrangement with the Great Western Company. But
the Great Western Company say that your directors entered
into certain arrangements with us; and the answer is that
arrangement is not a binding one, for it was not entered into
with the consent of the proportion of three-fifths of the
shareholders, as required by the Act of Incorporation. The
position of the parties, therefore, is this—if the agreement
entered into between the directors and the Great Western

Company, on the 12th November, is one which the Great
Western Company has a right to enforce—if that agree-
ment is binding, either in law or equity, they can go into a
court of equity and enforce the performance of the con-
tract, and compel the shareholders to come to Parlia
went to obtain the sanction of the Legislature for the
union of this company with the Great Western Company.
It is clear that the directors have exceeded their powers.
he directors had
power given to them, when they asked for
their Act, to constitute the Birmingham awl Ozford Com-

pany. They had power which entitled them either to let or
sell the'line to the Great Western Company, if the proper
proportion of the shareholders assented to such a proposition,
but we say they had no power whatever to amalgamate
with the Birmingham, Wolverhampton, and Dudley Rail-
way Company, if the Great Western Company sought to en-
force their contract. That would be met by the answer, that
the directors of the Birmingham and Oxford Railway had
exceeded their power, and had been acting in defiance of the
wishes of the shareholders, and had sacrificed the property
entrusted, to them by the Act of Incorporation. If that argu-
ment were used, the Great Western Company would be un-
able to enforce their agreement by suit in any ordinary court
of law or equity, and in the next session would be compelled
to cone to Parliament for new powers to carry out their Act.
But, if before that question can be discussed or decided, you
pass an Act which will effectually sanction the object of the
Great Western Railway, the theory is settled, and no steps
that can be taken by the shareholders to set aside the pro-
ceedings of their directors can then be of the slightest use to
them. Ido say that, under these circumstances, to proceed
to legislate and determine upon this question would be—and
I say with it due submission, and with unfeigned sincerity
—I do say that it appears to me that it would
be the most flagrant violation of all the fundamental princi•
pies of justice. This is a matter in which you cannot legis-
late without interfering with the rights of individuals. It
may bs, after a due consideration of the whole ques-
tion, that you may come to the conclusion that in cer-
tain cases you are called upon, on grounds of public
necessity, to look over private interest ; but surely
for the purposes of this Bill such a conclusion is nut
required. The object of this Bill is to enable the directors
to dissolve the present company, and to transfer their interest
to another party. This is manifestly a Bill introduced for the
purpose of interfering with private interests existing under
an Act of Parliament already sanctioning it. Can von doubt
of the result of passing this measure? I admit that in the
case of an individual shareholder, that shareholder, not being
satisfied with the acts of his governors, would, of course, be
bound by the acts of the majority ; but surely there never
was such a case brought before any Committee as the pre-
sent. Here are twelve directors, the very legality of whose
office has been called in question, and been de-
cided upon in courts of law and equity, and still
these twelve directors have the hardihood, for 1 cannot
call it by any milder term, to retain themselves in office, and
come to Parliament for a Bill seriously affecting the interest
of the shareholders. The shareholders being adverse to the
measure, surely then it does not lie in their mouths
to take up a technical objection, and say you
shall not appear under the seal of the company.
I should at least have expected some precedent from them.
These are such powers, I will say, that if no precedent ex-
isted for the adoption of the course which I propose, you
ought to take the initiative, and I will endeavour to show
you that in point of principle and Justice, and in point of pre-
cedents, that the shareholders have a right to be heard in
this Committee upon the present occasion. The precedents
were those of shareholders coming to oppose an original Bill
brought into Parliament, and for the purpose of constituting
a company, and in such cases the petitions have been very
properly rejected, and for this simple reason—if a man signs his
name to a contract, under which he binds himself to assent
to an application to Parliament for the purpose of obtaining
certain conditions, with an end to the execution of certain
works, that such a person should not be allowed
afterwards to come forward and say, I, as an in-
dividual, object to that being done, to which I, as an indi-
vidual, had given my sanction to be done, or should go to
Parliament to obtain powers to perform. This, however,
is not such a case as that. I will allude, with the permission
of the Committee, to various authorities for the course which
we are now proceeding to take. I will go back as far as the
year 1844. If we had searched the records of Parliament
further back no doubt a number of more precedents might be
found. The question as between shareholders and
directors has been very much opened and brought out
by the vast number of companies that have been established
since that time, for the purpose of forming railways.
I can find, however, a considerable number of pre-
cedents for the course which I now propose to take.
I find the Midland Railway Consolidation Act ! in that case
there were three Bills sought to be fused into one, they were
the North Midland Railway, the Midland Counties Railway,
and the Birmingham and Derby Railway. This Act was
brought forward in the session of 1843. The Committee
upon that Bill reported that they had heard counsel on the
petition of Mr. Jessop, a shareholder in the Midland Counties
Railway; that petition set forth that the objects sought to
be obtained by the Bill would be injurious to his interests
as a shareholder. There was also a number of petitions of share-
holders its the company against the Bill, for whom my Learned
Friend Sir J. Bailey appeared. There was also the petition
of several miners, colliers, and others interested in the line,
who opposed the passing of the Bill ; the whole of which pe •
titions were referred to the Committee, and reported upon by
them. There was also a petition of Lieut.-Col. Blane, a di-
rector of the Birmingham and l-irby Railway, stating that
he disapproved of the amalgamation of these companies, the
same having been brought about by improper means, and the
effect of it would be prejudicial to his interests as a shareholder
of tbat company. Counsel were heard in support of the
several petitions. Mr. Austin, Mr. Sergeant Wrangham, and
Mr. Edwin James, appeared for Cul. Blane. Mr. Dorringlon
was the agent.
CHAIRMAN—Was there any objection taken to those peti-
tions ?

Mr. COCKBURN—You may depend upon it, Sir, that
wherever you see our friend Mr. Austin's name, if any objec-
tion can possibly be taken, he will be quite prepared to take
it. Tice next case is one taken in the same year. It is the
Eastern Counties Railway Bill. The object of the Bill was
to transfer the North-Eastern line to the Eastern Counties
Company. In that case petitions were presented against the
Bill, and the allegations in these petitions were considered,
counsel were heard thereon, and clauses were inserted pro-
tective of the rights of the shareholders.
CHAIRMAK—What was the object of that Bill?
Mr. COCKBURN—The object of that Bill was to effect the
lease to the Eastern Counties Company of the railway and
works of the North and Eastern Counties Company. In
fact, it was a Bill the object of which was to authorise the
letting on lease to the Eastern Counties Company of the
works of the North and Eastern Counties Company, and the
petitioners in the case were shareholders of the Northern and
Eastern Counties Company. They stated that the amalga-
mation would be prejudicial to their interests as share-
holders. What I wish to show is, that shareholders
not consenting to the sale or amalgamation of the company
were heard in opposition to the views of the directors, they
being willing to amalgamate with the Eastern Counties
Company. This showed that the shareholders were entitled
to come forward and complain of a sale which might affect
their interests, and they were heard in opposition.
CIIAIRMAN—I don't think that they complained against
the preamble of the Bill.
Mr. COCKBURN—With great submission, I do sot see that
that can make any distinction in ir.3- argument. The share-
holders come forward and say " We oppose the passing of
this Bill." Whether they opposed the preamble of the Bill
or not does not matter. The allegations in the petition were
considered, counsel were heard thereon, and a clause was
inserted.
CHAIRMAN—It appears to me that they appeared in oppo-
sition to certain clauses.
Mr. COCKBURN—Perhaps you are right, but in point of
principle it is the same thing; for if the shareholder can be
heard against any part of the provisions of the Bill, he can
surely be heard against the Bill at large. It is hearing one
part only, instead of the whole. In the one case he has an
objection to the whole, and in another to a part of the Bill.
If it is in accordance with the principle or practice
of this House to prevent me being heard against
the whole Bill, why should I be allowed to be
heard against a part? The question which we are
now to discuss is a question of locus staudi. The ques-
tion is whether certain parties have a right on the substantial
distinction as against the Bill to be heard. 1 will now call
the attention of the Committee to the report of the Com-
mittee of Inquiry upon the Garukirk, Glasgow, and Coat-
bridge Railway, in the yoar 1845. In this case petitions were
presented, complaining of certain extensions• as calculated
to be injurious to them. The allegations in this
petition were considered by the Committee, and counsel were
heard thereupon. That, Sir, is of considerable importance.
That was the case of a Scotch Bill. Now the pertinacity
and pugnacity—l say this without meaning any offence to any
Scotchmen—with which counsel, agents, and all the parties
on Scotch Bills struggled was well known. We have two or

_hree inure Committees at the further end: of the gallery,
and I can assure the Committee that all parties
do fight the thing to the very bone itself. I
am sure that if such objection could have been taken
with any propriety or any chance of success, the
counsel concerned in this case, and the agents, would have
been sure to have taken an opportunity of making that ob-
jection. But, at all events, there is another opportunity
for the shareholders being heard against the Bill.
Then again there was the Newcastle and Darlington Railway
(Brandiing Junction). Lord Woraley reported on the
30th of May, 1845, that they had heard the petition of the
Rev. Robert Greeen, a shareholder in the Northumberland
Railway, who objected to the power of selling the Brand-
ling Junction to the Newcastle and Darlington Rail-
way. Couuael were heard in support of his petition,
and an arrangement was come to with the petitioner and
promoters of the Bill. It is often the case that parties, in
course of a discussion, compromise the matter, and come to
some terms with the parties, in order to save further expense
and trouble. In that case counsel were heard upon the pe-
tition, and the Committee would have reported upon the
matter, had not a compromise been come to between the
parties. The petition, however, was referred to the Committee,
Then there was the report of Committee on the Taff Vale Rail-
way on the 12th of May, 1844. The object of that Bill was to
make a short deviation of a branch, and to raise additional
capital for that purpose. A petition was presented from
the holders of certain shares in the capital stock of the com-
pany; they objected having an additional sum raised, and that
the works of the line extended beyond the works authorised
to be constructed under. the Act. Then there was a
petition from the Glamorganshire Canal Company—
counsel were heard in support of the petition.
Then, again, in the report of the Glasgow Junction Railway,
Mr. Ellice reported that they had heard counsel on the
petition of certain shareholders of the Glasgow, Paisley, Kil-
marnock, and Ayr Railway against the purchase of thepro-
pose.l line, as it would be injurious to the property which
they possessed in that railway. The Committee made a spe-
cial report to the House upon the subject of allowing the
petition of shareholders to be heard against the Bill. In the
case of the Dublin and Enniskillen Railway, my Learned
Friend Mr. Whateley appeared for the shareholders of the
company. Perhaps my Learned Friend will recol-
lect the circumstance. Then, again, there was the
case of the Great Western Railway in Ireland,
at which Committee Mr. Thomas buncombe presided. The
question was there discussed, and it was decided that the
shareholders should riot be heard against the Bill. But
mark what was the result. There were competing parties
in that line, not, as in the present case, depending upon mere
er-parte statements. After the Committee sat for a week
they sent for the counsel, who had been excluded.
Now, I put this as a pretty strong illustration
of the irnpolicy of laying down a general rule for the exclu-
sion of parties under such circumstances. Now, lam per-
fectly aware that such cases may be said to stand upon their
own merits; I state them in order to show to the Com-
mittee, upon the authority of these precedents, that even
though a general rule may be laid down, it is not always
Ware against the Grand Junction Railway, in 1831. The
convenient to adhere to it in the discussion of these
questions. Then, again, there was the Colchester and Stour
Valley Railway. That railway wanted to purchase
the navigation. Mr. Forbes Mackenzie in this case
a, l l
ions
ivoend
of thethis
hi s
io
There was the decision of Lord Brougham in the case cf
(p
pperestoith,nheorlstllog a
weight.hig high
be heard by counsel.
position and station,
The case which
came before his Lordship was the case of an
individual against the board of directors which had
will be entitled to some
for its object to restrain them from going beyond
the powers which they possessed by the Act of ;Parliament.
It was the case of a single shareholder against the acts of the
directors. What said Lord Brougham ? His Lordship said
this—and I beg the Committee to bear in mind
these words :—" Although I may be disposed to support
the injunction I will not interfere and restrain the pro-
ceedings of a public company. It belongs to Parlia-
ment to legislate and to interfere with all matters of this
kind, I can see nothing to prevent that body so dealing
with itself in the manner so complained of in the petition,
and asking for an alteration in its own constitution i indeed,
of this there is no doubt," ilia Lordship went on to stit4