The Sun.
London, England, 1847-05-18 00:00:00

(LEFT SITTING.)

HOUSE OF COMMONS.
The SPEAKER took the Chair at Four o'clock.
BIRMINGHAM AND OXFORD JUNCTION

RAILWAY.
On the motion for taking into consideration the re-
port of the Committee on the Birmingham and Oxford
Junction Railway, and Birmingham, Wolverhampton,
and Dudley Railway Amalgamation Bill,
Sir F. THESIGER moved that the Bill be referred
back to the same Committee, with an inten-
tion to hear the petitions of Sir Henry
Verney and others, and the petitions of other
shareholders in the Birmingham and Oxford Railway,
against the said Bill. The Hon. and Learned Member
entered at 'considerable length into the details of the
proceedings which had been taken by the shareholders
and the directors of these lines. The Birmingham and
Oxford Railway, he said, was passed in the last
session of Parliament, and power was given in the Act
to sell or lease the line to the Great Western Company.
It appeared that the shareholders of the Birmingham
and Oxford line were dissatisfied with the price which
the Great Western Company gave them, namely, 101. ss.
a share, and a meeting was called, at which resolu•
tions were passed expressive of such opinions, and
requiring the directors to repudiate the agreement, and
a requisition was signed, calling upon them to convene
a meeting under the clauses of the Dissolution Act.
This, however, received no attention, and ,the allotted
number of days was allowed to pass over without
the meeting being called. The shareholders, however,
then called it themselves, and the shares represented
were no fewer than thirty-five thousand ; the directors
were present also, but they only represented one
thousand shares. It was proposed at that meeting and
carried unanimously, that the proprietors wholly disap-
proved of the amalgamation, and the sale of the Great
Western Company ; and that they did not consider
themselves bound by the proceedings of the di-
rectors. A petition was then presented to the
House stating these facts, which was referred to
the Committee, who in their turn refused to entertain
it, considering that the petitioners had no locus standi.
It was stated also that there was a rule that share -
holders should not be heard against their directors. There
was no such rule, and if there was, the sooner
it was abolished the better. Let him suppose a number
of per::ons in a canal company, and that a general meet-
ing resolved that they should turn it into a railway, by
a small majority ; did they think the minority
ought to be bound by such a decision ? Would it
not be a very hard case that they should be so ?
Now, he should hardly have thought it necessary to cite
precedents from the Courts of Chancery on this point,
but he could also quote from precedents of their own,
and ho would in the first place instance the case of
Henry Smith v. the Exeter and Falmouth Railway
in the year 1837. The petitioner objected that
his money should be expended on the con-
struction of a portion of the line for which he
had signed the subscription deed, and the Committee,
after due deliberation, decided that the petitioner having
signed the Parliamentary contract which empowered the
provisional committee to make any, or such portion of
the line as in their decision they might think fit, they
could not grant him redress. In 1842 Mr. Harkhurst
was heard on his petition against the Bolton and Preston
Railway, and there the decision was in his favour, be-
cause the provisional directors had extended the powers
with which they were in the first place invested.
Thus the House would see that the same prin-
ciple was affirmed by two very opposite decisions.
In 1844, in the cases of the Northern and Eastern
Railway, and the Glasgow and Garnkirk Railway Com •
panies, petitioners, being shareholders in the two Corn-
panies, appeared before Committees, and were allowed
to be heard. He confessed that this appeared to
him to be an a fortiori case, because it was
not the case of individual shareholders, but the
case and petition of the whole company. It was
the unanimous petition of almost the whole body of
shareholders, holding upwards of 35,000 shares. Would
the House for one moment permit him to call attention
to the mode in which the parties who were pronioting
this Bill were compelled to proceed under the ex-
traordinary circumstances in which they were placed.
Allow him to call the attention of the House to a
recital contained in the preamble of this Bill. Of course
it was the duty of the parties promoting the Bill to
prove the whole of the preamble. Now the preamble
stated that the Birmingham and Oxford Junction, and
the Birmingham, Dudley, and Wolverhampton Railway
Companies were desirous of being united into one company
for the purpose of jointly executing the two lines
aforesaid. It was a most material element in proving
the preamble to the Bill that it should be shown that
the Birmingham and Oxford Junction Company were
desirous of forming the amalgamation for the purpose
of being afterwards sold and transferred to the Great
Western Company ; but what was the course
pursued by the counsel promoting the Bill ?
Why, he called 'Mr. Phillip Henry Muntz, the
chairman of the Birmingham and Oxford Junction
Company, to prove that it would be highly advantageous
to unite the two lines; but he never asked him
whether the Birmingham and Oxford Junction
Company were desirous of uniting the two
companies, or he ' must have answered that
question in the negative. And yet, in the
face of all this, without calling any further evidence, the
Committee passed the Bill as an unopposed measure.
Now he did trust that he had brought a case before the
House which demanded its serious attention. He had
stated the facts as clearly and distinctly as he possibly
could, and in his opinion they were more than sufficient
to justify the House sending this Bill back to be re-
committed. Perhaps, before he concluded his observa-
tions, the House would permit him to advert just for one
moment to certain proceedings that had taken place,
both in law and equity, in connexion with this matter.
The Hon. and Learned Gentleman then related the pro-
ceedings which have Veen instituted in law and equity
by the shareholders of the Birmingham and Oxford
Junction Company ; and concluded by moving that the
Bill be recommitted, with instructions to the Committee
to hear the opposing petitioners.
Mr. GOULBURN would not enter into the legal
merits of the question, but as Chairman of the Corn
mittee on this Bill he would simply state the course
which the Committee had teken in the matter..
Their duty was to consider how far the provisions of
that Bill were consistent with public justice, and how
far its provisions could be carried into:effect. The ques.
tion upon this particular Bill was, whether the share-
holders were at liberty to impungn the Acts of the ge-
neral corporation, or Acts which affected their interests.
He was far from admitting such a preamble, and the
result of a contrary doctrine must appear to be per-
fectly inconsistent with the conduct of a railway Bill
through' Parliament. It might in such a case
be in the power of the minority to come
before that House, and delay and obstruct the progress
of the Bill iby their petitions. His Right Hon. Friend
informed him that rule must not be taken as a general
one, but he thought that the general rule ought not to
be taken in the other direction, and that the Com-
mittee be at liberty to entertain the peti-
tions and complaints of the shareholders. It was
upon this ground that the petitioners against this par-
ticular Bill were not allowed to proceed with their oppo-
sition by the Committee. Whatever the existing law
applicable to the case as existing before the Committee
An Act of the previous year gave the Birmingham and
Oxford Company powers to lease and sell themselves to
the Great Western Company. The Great Western
Company had no concurrent right in the provision,
for the power was to be entirely in the
hands of the Birmingham and Oxford Company,
to exercise the provisions of the Act of Parliament.
An agreement had been entered into by the directors of
the Company, under the authority of the shareholders, but
the shareholders state that they were precluded from ex-
pressing their opinion at the time that the reslutions had
been passed, and, therefore, that these resolutions were
passed in defiance of the wishes of the shareholders.
Now how stood the fact upon the very statement of
these gentlemen themselves ? They told the House that
they were precluded from voting, not having received
the sealed certificates. But if Honourable Gentlemen
would look at the Acts, they would find that share-
holders were permitted to vote under certain conditions.
He thought that this question ought never to have been
discussed, after the decision of the Committee. In the
last session of Parliament there was a decision in a
Committee, of which Mr. Edward Buller was chair-
man, on the merits of which Mr. Hope was heard on
the part of the Liverpool railway, in which
he openly stated that the merits of the two
companies were the same.—(Loud cries of "Divide, di-
vide." It had there been decided that the petitioners
had no locus standi before the Committee, and the reports
were made accordingly to the house. He believed that
that decision was premature, contrary to public policy,
and unworthy of the consideration of the Committee, and
that the amalgamation should take place in opposition to
the votes of a majority of the shareholders. He thought,
therefore, that the House ought to abide by the decision
of the Committee.—(Loud cries of " Divide, divide."
Mr. EDWARD BULLER said, that having been
Chairman of the Committee to which reference had been
made, he trusted that the House would hear him, as
he believed the decision had been quite correct.
Had they agreed to what their opponents wanted it
would have been almost impossible to proceed with any
Bill. Having said these few words respecting the
peculiar circumstances which it was stated made
the present case an exception to the general rule.
In his opinion no body of shareholders ever
had 4, worse case to come before Parliament. What
were pe real facts of the case ? An arrangement had

been proposed for an amalgamation with the Great
V.reEtorn romp-, ay. Powers were required to

. •
Woivornamptoil e, ay. In pursuance of this, a meet-
ing was called, si hick took place on the 30th October.
At this meeting one Gentleman, and one alone, ob-
jected to the proposition submitted, though he made
no amendment, and the resolution for an amalga-
mation was unanimously carried, giving directions to
the directors of the company forthwith to enter into
negotiations with the Great Western on the subject.
An agreement with that company was the result, and
meeting was announced for the 4th of December to Taffy
that agreement. In the meantime an offer had been
made by the London and North-Western Company
to the effect that where the Great Western Railway
Company only proposed to give 10/, the London and
Nor."' Western offered 151. The directors, however,
felt as men of honour, that their agreement was binding,
and they determined to give it effect. This led to the
proceedings in the railway market, which led to the
transference of the shares into the hands of parties
fauourable to the London and North-Western Company.
The parties purchased shares which were subject to all
the liabilities and contingencies to which the shares in.
other liees were liable. He should, therefore, feel it
his duty to oppose the motion.—(Loud cries of " Divide,"
" Order." and great uproar.)
Mr. BERNAL rose amidst great demonstrationS of
impatience on the part of the House. He said it was
not his intention to travel through the facts of the case
—(Cheers, and cries of "Divide.") He repeated it.
No doubt those Gentlemen who had been canvassed, and
who were prejudiced one way or the other, were
anxious for no delay—(Cheers and groans)—but in the
face of them he would say, that on former occasions he
had objected to that tribunal deciding upon railways ;
and he asked the' House if his views had not been
confirmed ?—(Hear, hear.) The fact of Honourable
Gentlemen who knew nothing of the case coming
down to vote on this subjest, was an evidence of this.—
(Cheers and counter cheers.) He asked the Right Hon.
Gentleman in the chair, who was the representative of
the honour of that House, if he considered that that
branch of the Legislature a fit tribunal to decide upon
railway bills.—(Hear, hear.) The-Committee, of which
the Hon. Gentleman the Member for Cambridge (Mr.
Goulburn) was the chairman decided in a particular
way, and Hon. Mambers came down without any par-
ticular allegation against the decision of the Committee,
to ask the Touse to destroy that opinion. If
this were done would that tribunal be respected
either by themselves or by the country at large ?
They were about to set aside the decision of a Com-
mittee up stairs, after that decision had been arrived at
after a careful examination of all the facts in the
case. This, if it were nothing more, would be .suf-
cient to determine him to vote against the motion.
of his lion. and Learned Friend. And what was that
motion? It was to refer the question back again to
another Committee; but although such was the wording
of the motion it did not follow that such was the
intention of •the Honourable and Learned Gentleman.
This was not the Hon. and Learned Member's first
attempt to thwart this measure, for he had on
a previous occasion moved that the Bill be read that
day six months. He thought that this was
a most improper tribunal to decide the matter.
and he called upon the Right Hon. Baronet opposite to
support the decision of the Committee. That decision
should only be set aside where corruption or improper
conduct could be proved against the judges, and where
such could not be adduced they were bound by every
principle of justice to uphold their authority.
Lord ROBERT GROSVENOR said, that if the
House would hear him, he had something to propose
which he thought was worthy of its attention. His pro-
position was, that all those Members who had a pecuni
ary interest in either the Great Western or the London
and North-Western, should leave the question to be
decided by those Members who had no such interest.—
(Cheers aed laughter.)
After a few words from Mr. R. D. MANGLES and
Captain HArraut, who declared their intention to vote
according to the dictates of their own consciences,
Mr. MENTZ complained that his name had fre-
quently been taken in vain, for, the real truth was, he
did not hold a share in any railway. The town, how-
ever, which he represented was particularly anxious that
this railway should pass lase competing line to the London
and, North-Western, and he should therefore oppose
the' amendment of the Hon. and Learned Gentleman
opposite.

- Mr. STRUTT said no case had been made out to in
duce him to oppose the unanimous opinion of the Com
mittee on this Bill.

The FlOuse then divided when there appeared,
For the amendment 62
Against it
Majority for the Bill —ls2
rii rc port wall then agreed to.

(LEFT BITTING.)

LATEST PRICES OF SHARES,
IN BANIE.S, ASSURANCE, AND OTHER COM

PANIES' STOCK.
From 't'ze Official List,
PUBLISILED EVERY TUESDAY AND FRIDAY EVENING
LONDON, TUESDAY, MAY 18.

JOINT-STOCIE BANIES.

Name of Company.

Dividend
per.
Annum.

Amount
of
Share.

Paid.

♦ustralasla ..........
aritsh orth American
;:onnoercial of London

Londe and Westminstr
London Joint-Stock
Metropolitan .....
Provincial of Ireland..
Ditto, New......
National of Ireland ..
Nat. Provncial of Eng.

Ditto, 7.
Union of Australia....
Union or L0nd0n.....

X s. d.
40 0 0
50 0 0
100 0 0
100 0 0
100 0 0
50 0 0
25 0 0
100 0 0
10 0 0
50 0 0
100 0 0
20 0 0
25 0 0
50 0 0

51. per ant.
6/. per cent.
Si. per cent.
6/. per cent.
61. per cent.

Si. per cent.
Si. per cent:
51. per cent:
51. per cent.
5/. per cent:
Gl. per cent.
51. per ceni.

4. d.
40 0 0
50 0 0
20 0 0
25 0 0
20 0 0
10 0 0
7 10 0
25 0 0
10 0 0
20 0 0
35 0 0
10 0 0
25 0 0
10 0 0