The Sun.
London, England, 1847-03-31 00:00:00

(LETT SITTING

MAUNDY THURSIM.Y.—To-morrow being Maundy
Thursday, the distribution of her Majesty's alms will take
place at the Royal Chapel of Whitehall, with all the usual
state ceremony. The procession will proceed from her
Majesty's Almonry Office in Whitehall-yard, at three o'clock,
to the Royal Chapel, where it will be met by the clergy in
their robes, and will proceed down the Chapel to their re.-
spectire stations. when Divine service will be performed,
during which the distribution of the Maunday takes place.
It is not unlikely that her Majesty and his Royal Highness
Prince Albert will graciously honour the ceremony with their
royal presence, as the monarchs used to do in days gone by
(especially Queen Elizabeth), and as her Majesty now does
at Windsor, at the royal distribution at Christmas.
MERCHANT SEAMEN'S SOCIETY.—Yesterday a
quarterly court of the governors of this corporation for the
relief and support of sick, maimed, and disabled seamen, and
the widows and children of such as shall be killed, slain, or
drowned in the merchantservice, was held at the board-room
of the Society, in Birchio-lane, Cornbill ; Lindsay, Esq.,
in the chair. The report stated that the pensioners on the
books for London and the outports were 1,801 men, 2,746
widows, and 2,740 children. The receipts for the past year
from all sources were 23,009/. 183. 10d., and the expenditure
22,152/. 35., leaving a balance of 8571. 1; s. 10d. The usual
business of a routine character having been disposed of,
and the court adjourned
thanks were voted to the Chairman,

CHANCERY.-(THIS DAY.)
The Lord Chancellor sat to-day in the Old Hall, Lin-
coht's Inn, for the purpose of hearing pqitions, lunatic
petitions, and- appeals. No case of any interest came
before his Lordship during the whole morning.
The LORD CHANCELLOR postponed till to-morrow his
judgment in the case of " Chappel v. Purday."
VICE-CHANCERY.-(THIS DAY.)
(13,fore the VICE-CHANCELLOR of ENGLAND.)
MOSELEY V. ALSTON THE OXFORD AND BIRMINGHAM
JUNCTION RAILWAY COMPANY.

THE LOATDoN AND NORTH-WESTERN RAILWAY COMPANY
V. THE GREAT WESTIRN RAILWAY COMPANY.
This case came before his Honour by spt-eiai appoint-
went to-day, upon a demurrer put in by the defendants,
to the bill filed by the plaintiffs.
Sir Fitzroy Kelly, Mr. Stuart, Mr. Belt, and Mr. G.
Russell, appeared in support of the demurr- r; and Mr.
Bethell, Mr. James Parker, aryl Mr. Wilcox, wets,
counsel for the plaintiff's in the (ems:,.
The bill was filed by the plaintiff Mr. Moseley, and
three other shareholders in the Oxford and Birmingham
Junction Railway Company, against the defendants,
who are the acting directors of that company, and
against the company itself, for the purpa,e of obtaining
an injunction against the defendants, or any of theta, to
restrain them from acting as directors ; and also fir the
purpose of having the common seal of the company de-
livered up to certain persons whom the bill stated to be
the lawful directors of the company. To this bill the
demurrer was put in which now came on for argument.
The bill filed by the plaintiffs raised the important
question, whether, at a certain time alluded to, accord'
:ng to the provisions of the. Act under which the Ox-
ford and Birmingham Junction Railway was formed, it
was necessary that a certain number of directors should
go out by rotation and be succeeded by others. The
Act of Parliament for the incorporation of the Birming-
ham and Oxford Junc.ion Railway was passed on the
3d of August, 1846, and by that Act a certain number
of directors (twelve) were to be appointed, who were to
remain as directors until they were displaced, and sue-
ceeded by others. There were also provisions in the Bill
for meetings, at which the shareholders could either
continue the directors, or remove some of them and sub-
stitute others in their place. It appeared, according to
the statements in the Bill, that a meeting was held, pur-
suant to notice, on the 31st of October last, at which
several of tke directors were continued as directors, and
others retired, but at that meeting the number of twelve
was appointed. Another meeting was then held
on the 27th of February, in the present year,
which was continued by adjournment to a sub-
sequent day, and it was contended Ly the bill
that at that meeting a certain number of the directors
ought to have gone out by rotation. No going out of
directors took place, and the twelve gentlemen that had
been previously appointed continued to be directors, and
under the power contained in the Act six new directors
were elected and added to the 12 by the party with whom
the four plaintiff's were connected. It further appeared
that in pursuance of certain clauses in the special Act
of the company, which enabled it to amalgamate with
the Birmingham, Wolverhampton, and Dudley Railway
Company, a Bill had been introduced into the
House of Commons for effecting this amalgamation.
The complaint contained in the bill was that at the
meeting which was held on the 27th of February in the
present year, four of the directors ought to have gone
out by rotation, and have been succeeded by four others,
and that such an arrangement not having taken place,
the bill prayed an injunction restraining the directors
from acting.
Sir FITZROY KELLY, in support of the demurrer put
in to the bill of the plaintiffs, submitted, at great length,
that such a bill could not be sustained. The plaintiffs
in that bill did not sue for themselves and all
others, the rest of the company, neither did they sue
on behalf of the company, but merely in their own names
and against the company of which they formed part.
It this bill was maintained, he did not see why a similar
bill should not be filed by every member of the company.
The Learned Counsel, in support of this proposition,
cited the cases of Foss v. Harbottle, decided by the
Vice-Chancellor Wigram, and the Attorney General
v. Wilson, decided by the present Lord Chancellor.
If these directors were unwilling to xercise
their functions, the company had an ample re-
medy in their own hands. The company might
institute a suit in their own persons, though the
corporate seal might be in the bands of some
particular persons. The Act which established
this was the Bth and 9th of Victoria. The
70th section of that Act provided that a certain number
of shareholders might at any time, by writing under
their hands, require their directors to call a special
meeting. The Learned Counsel here cited the 74th sec-
tion of the Act, and continued: —Therefore it was quite
evident that a meeting called for the appointment of
directors, or any other purpose, would have effected all
bus Honour was called upon to do then. He would
refer to a portion of the prayer, to illustrate
the peculiarity attendant upon the proceedings
in this case. The petitioners prayed that his Honour
might order the seal of the Birmingham and Oxford
Railway Company, together with all the funds and pro-
perty of that company, to be transferred to the hands
of lawful directors. Now who were the lawful directors?
Here were four shareholders requiring this, and per-
haps these four shareholders might not have 201. interest
in the company. If there were any ground for the
present proceedings, a mandamus from the Queen's
Bench would have been the proper means to have
adopted. (The Learned Counsel here read the 16th sec-
tion of the Act, which provided that the directors were
to be elected at an ordinary meeting, and that the first
ordinary meeting should be held six months after the
passing of the Act.) Now a meeting was held in pur-
suance of that Act, and there was an election or conti-
nuance in office of the directors named in the Act.
The special Act referred to the general Act with
respect to the election of the directors, and
tt:at Act clearly intended that the directors
.hould remain in office for one year, and that the rota-
test should not take place till the expiration of that
period. The Learned Counsel here quoted the 83d sec-
don of the general Act, which he contended literally
provided that the election of directors should be for a
year. If this interpretation were not adopted there
could be no consistent construction put on the Act. It
was found that the intention of the Legislature was
affirmed in different other parts of the Act.
Mr. STUART followed on the same side. The Learned
Counsel directed his observations entirely to the allega-
tions of the bill. A meeting was held on the 13th of
March. That meeting was held in the day-time, but
was adjourned till five o'clock on the same evening. At
the adjourned meeting Mr. Muntz presided, and
a resolution was moved that such of the directors
as were in office previously to the 27th of
the preceding February should retire. That re-
solution the chairman refused to put to the meet-
ing, and the proceedings that took place then was
one of the grounds for the course which had been
adopted by the petitioners. The bill stated that at that
adjourned extraordinary meeting the rotation of the re-
tirement of the directors was determined upon by the
shareholders present. A petition to Parliament war
also agreed to, praying that the directors should be pre
vented adopting any further proceedings in the affairs
of the company. To that petition the chairman refused
to affix the common seal of the company, upon which it
was further resolved that six of the shareholders should
be authorised to do the same. Here were six new
directors appointed, who forthwith' assumed to them-
selves the functions of the governing body. The bill
then alleged that the directors brought before Parlia-
ment Bills to which the company were opposed. After
some other allegations to the same effect, they came to
the prayer of the petition, which prayed that all the pro-
perty of the company should be transferred to the six
directors appointed at the extraordinary meeting re-
ferred to. That appointment could not be shown to be
in conformity with the company's Act. If the prayer
of this petition were acceded to, what a ridiculous po-
sition would the company be placed in ? Why, there
would be no other human beings comp( tent to act as
directors except these 'six directors appointed at
the adjourned extraordinary meeting. The Learned
Counsel proceeded at great length to argue on the
inconsistency of the bill. How could four share-
holders (real with the whole property of the
company, When it could not be shown who
authorisei the present proceedings? They had not even
the six new directors there as complainants, they were
actually in court as defendants. The Learned Counsel
then proceeded to contend at great length that the elec-
tion of directors in October, 1846, continued them in
office for twelve months, according to the sections of the
Special, and the Consolidation, Act.
His HONOUR—Between the 13th and 88th sections
there is a variance as to time. If you put such a con-
struction on the 13th section as fixes the word " then"
to the time
,expressed in the 13th section, then you have
only to follow the mode of election prescribed in the
88th section, and there is a reasonable construction of
both sections.

BETHELL said, that was the construction made
by the best opinions in the land.
Mr. STUART said, if so, they were about a very idle
matter. Re thought they were trying against one of
the best opinions in the land.
Mr. BETHELL--That was the decision of one of the
best opinions in the land.
Mr. STUART—If that were Mr. Bethell's opinion it
might be one of the best in the land. There is less dif-
ficulty in his (Mr. Stuart's) solution than that presented
to his Honor on the other side.
His lIONOUR—I only threw it out as one solution.
You are not to treat it as entirely under the 88th sec-
tion, wholly disregarding what is said about time. The
time. beyond question, is to be at the first ordinary
meeting.
Mr. 13Ernitu.—The Ist section
gave express power
for the election of directors.
His HoNouß—The first ordinary meeting was in
February. Was there to be an election of directors
then, or not ?
Mr. STUART—I :,ay not; but, if such was the case,
they might be el, cted, but could not enter into office.
His Ilorionit-1 want to put some construction upon
the two clauses The question was as to what was the
best construction with tae least rigilence to language. I
wish to see what is the intention, and what was said.
Mr. STUART then resumed.
(The case was proceeding when our report left.)

CLERKENWELL.-(THIS DAY.)
Two respectable youths, named lawland and Perry,
were brougnt before Mr. Combe, charged by William
Jackson, a W, sleyan Methodist preacher, undur the
following circumstances:—
The complainant stated that he rested, for the put,
pocet. of pubiic worship, some pr raises adjacent to
Old St. Pancras-road, and usually had a kind of
Sunday-school there. Last tinr,ht, about halt-
past seven o'clock, he was preaching in the chapel,
w hien was, as usual in such places, open
crTmoiately to all persons who chose to enter,
when he was mach annoyed by a number of boys in the

body of ti, clta.pel, who were behaving very irreve•
rently ; and as he had been before frequently annoyed
in a similar mamer, he gave the tut) \prisoners into
custody.
Mr. Comin:—You must state more definitely wh°
those two lads have done, as yet I can see nothing to
criminate. them.

The conlp!aibi,nt—Why they were there, and there
was Treat noise and contusion, and one of them rasa.
faces at me h d said I should not put his brother out.
Mr. CoomnE—As yet, I can seo no grounds for the
charge.

'The compluinnnt—Before the living God I have
stutel th,

Mr. ComnE (with f emphasis)—You are alrtudy sworn'
Sir. Such vrpet,ll :.re unbecoming.
Y,e compkinum—What I have said is a Scriptural
phrase.

Mr. COMBZ—That may be, but it is unreceslarP
We are nut i!i tiu habit of ;-,eating such contiimatiops
of statements whet the witness is sworn upon the TO'
tame,t.

Another witnes, a Sunday school teacher, was sworn;
but ts us unable t.• state the slightest fact showing th'"
the pri.oners Lad ini,conductec themselves.
f
511., COMBE :sa:d, before a party tuck the liberty - o
giving another in charge. as wa. dune in this case, bJ
which those two per boy s were locked up all night in a
felet.'s cell, he should be prepared to suppert his chaVi
with evidence. Not one tittle hail been shown by either 0,
the witnesses to establish the accusation against either 0'
those lads, and he should therefore order them to be at,
once discharged; but he should, at the same time, tell
Mr. Jackson that if the boys' parents or next friends
chose to bring an action against him for false impris°ll;
ment, he must take the consequence, for it was too 104
that boys of respecte ble character like the accused should
be locked up all night in the cold cell of a station-house'
and then in the morning their accuser not have one Ps"
tide of evidence to offer in support of his charge.
The hop then left the court, accompanied by their
parents, who expressed themselves fully determined t°
take legal proceedings against Mr. Jackson for false int'
prisonment.

WORSHIP-STREET—(THIS DAY.)
John Price, late a collector in the service of The Cool-
rnissioners of Pavement of the Whitechapel district, vl4l
placed at the bar before Mr. Broughton, the sitting
magistrate, for re-examination, charged with bawl
embezzled various sums, amounting to 701., which be
had received in the capacity of collector, appointed by
them.

• Mr. Jennings, clerk to the Commissioners, stated that
the prisoner had filled the situation of collector about
six years, but, at a meeting of the board on the 19th of
February last, was discharged from his situation. '
was the duty of the prisoner, annually, to send in a re-
turn of his accounts to be audited, hot upon this occa-
sion he only produced his books, mom an examination
of which, it appeared that there was a balance of 61 14s:
due from him to the Commissioners, for rates he bad
received. As the prisoner tacitly admitted that to b.
the amount of his liability, by handing over that suni
few days afterwards. It was discovered by his sun'
cessor, however, upon going to the rate-payers, °ad
rates to the amount of 701. had been received by him, 513
he was given into custody.
The officer who had taken the prisoner into enstodP
said that on the way to the police station, at the Pri"
sonar's request, they went to Mr. Jennings' ufficket
where the prisoner sent for one of his sureties, witu„;
view of inducing him to enter into an additional security
for the amount of his defalcations, but the witness 0!
that occasion refused to be a party in any comproinis°
in the matter, and he took him to the station-house.
Mr. Jennings stated that there were, in additioof
several other cases of a similar description against the
prisoner.

The prisoner's solicitor contented that the evidence
adduced was wholly insufficient to establish any really
criminal conduct on behalf of the prisoner, who had o°t
had sufficient time allowed han to account for the amounts
in dispute.
Mr BROUGHTON, however, thought that he was bound
t( commit the prisoner on the score of embezzlement'
but took bail for his appearance at the sessions, himself
in 4001., and two sureties in 150 L each.