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

tEE SUN, _LONDON, SATURDAY MORNING, MAY 8, 1847

r

ham and Oxford Junction Railway Company had no
power under an Act of Parliment to enter into the said agree-
ment of amalgamation and sale, and were therefore
obl:ged to apply for a new Act of Parliament to carry the
same into etl; et. That your petitioners believe that the
issaleg of the said sealed certificates was purposely delayed
by the said directors of the Birmingham and Oxford June-
:_taii,ay Company, for the purpose of preventing a large i
an•i influential number of persons, who had purchased shares, !
ace. were bona' aide entitled to and compellable to pay for
tl ie same on the hailing 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 corning out of the said sealed certificates, and
refused to adjourn the said meeting, with the same object and
kle,ign of preventing such persons from so attending and
voting thereat.
" That the said agreement of amalgamation and sale so de-
elared 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, for the interest of the public as well
as of your petitioners and their fellow-shareholders, that the
Birmingham and Oxford Junction Railway should be made
available for traffic which may come upon it from many
other lines of railway with which it is connected, whereas
the purchase thereof by the Great Western Railway Com-
panv would enable that company to exclude all other com-
panies of availing themselves of the same."
This amendment, the Committee will recollect, was de-
clared to be last at this meeting. Now, Sir, having
occupied Tour attention so long on this point, I will
call your attention to the facts, which I am now
about to bring before you, and from the arguments which I
will present to you, Toll will, I am sure, be of opinion, that
the consent of the shareholders cannot be con-
sidered as taken on this Bill. Now, we shall pause
to show what took place after, in order to prove that
when the sense of the shareholders was taken, it turned out
that the whole as a body, the whole mass of the share-
holders, were opposed to that which had been proposed to be
doi.e by the directors. The petition goes on to state—
" That on the 27th day of February, 1847, an ordinary
treneral meeting of the proprietors of the said Birmingham
and Oxford .Junction Railway Company was held, which was
continued by adjournment to the 18th day of March, 1847,
s which fuur of the existing directors of the said company
ought to have retired from office, and four new directors
ought to have been then elected by the proprietors in their
strati, according to the provision of the Act of Parliament
incerporating the said company ; but, although requested by
the proprietors of such meeting to determine amongst them-
selves, as required by the said Aet, which four of their num-
ber should so retire, the said directors, both at the said
meeting and the adjournment thereof, refused to do so ; the
proprietors were thereby deprived of the right intended to be
given to them by the said Act, of their electing four
new directors, and by reason of the premises, the
said directors then in office have, as your petitioners are
advised, all become illegal directors, incapable of acting in
the affairs of the said company."
The petition then goes on to allege, "That on the requisi-
tion of the shareholders, and according to the provisions of the
said Act, an extraordinary general meeting of the Birming-
ham and Oxford Junction Railway Company was called for
the 13th of March, 1847." I stop for a moment to
point out that under the operation of the Birmingham
and Oxford Railway Act provisions were made for the
purpose of holding ordinary general meetings, which
were to take place on particular occasions. With re-
spect to extraordinary general meetings provisions are con-
tained expreN,ly stating, that in compliance with the requi-
sition of a certain number of the shareholders, the directors
shall be called upon to hold a special general meeting for the
purpose of discussing such special subjects as may be brought
before them, and the directors, in conformity with this pro-
vision, are empowered to convene such meeting. The
petition states—

titled to any permanent interest in the concern. There can ,
not be a doubt as to what was the case at the meeting held
on the 13th of March, because by that time the scrip certifi-
cates had been i.eued, and the 35,000 shares which were re-
presented at that meeting were held bond fide by
bond 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 1 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. Muntz, 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 witndrswing
any such Bills or Bill, or taking such steps as may be neces-
sary or useful for procuring the passing thereof, with such
causes therein as they, the said committee, or any three of
them, may deem advisable, and also for the purpose of doing
a: l 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
(ale 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 Ciar.pany 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 Junction Railway Com-
pany as the directors thereof might lawfully do.'
That 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,

, .... ......._
" That although the said directors were by the said Wolverhampton, and Dudley Railway Company, and two
requisition required to call such meeting forthwith, and are directors of the Great Western Railway Company; so
reieht have called it on fourteen days' notice, they did not that the majority at a meeting of the quorum of such corn-
cid the same till after a lapse of forty-five days, taking the mittee may consist of the two Great Western directors.
urenost limit allowed by the Act." That since the appointment of the said committee no meet-
e the manner the directors endeavoured to thwart the ing of the board of directors of the Birmingham and Oxford
Junction Railway has been held, although the affairs of the
views and intentions of the shareholders of the Birmingham
company are of urgent and pressing necessity. That by the
and Oxford Railway. The effect of that was that a special
said Bill the directors who were in office before the election
s:etieral meeting should have been called, under the proyi-
:,i. ,INS of the Oxford and Birmingham Railway Act. The of the said six directors are proposed to be continued in
petition then goes on to allege—and this is a point to which office until the completion of the works, or until the transfer
thereof to the Great Western Railway Company. That if
I desire to call the particular attention of the Committee—
four of the said original directors had duly retired from office,
" That at such lest-mentioned meeting, at which upwards and the shareholders had proceeded to elect four new
of 3.3,000 shares in the company were represented, the fol- directors in their stead, the persons who would have been
leWiog resolution was carried unanimously, with the except new directors of the said company would not promote the
tion of the said directors." said Bill." Sir, that is a matter of great importance, as it
Forty-five days had not expired (which period would have would be competent for the shareholders to elect six new
setistied the requirements of the Act), yet there were thirty- directors; they should have elected four more in the place of
five thousand shareholders present out of the fifty thousand, the four who should have retired, so they would have had a
and these were against the resolution of the directors. 1 majority, and this Bill would not have been permitted to be
am now about to call your attention to the resolution which introduced by the company. I submit with the utmost con-
was passed at that meeting without a single dissentient fidence that this is a matter which cannot be slightly treated,
voice, excepting the directors themselves ; ne single hand and upon which the Committee must, if they will allow
was held ue against that resolution. The resolution was as
me to say so, allow the allegations of the petitions to be
follows—and this will give the Committee a pretty tolerable
proved, and I will take the liberty of saying this with a
view of what was the opinions of the shareholders upon this
subject : view to my present position, that every title, every iota of
•• That the proprietors of this company, wholly disap- that petition must be taken as fact. lam prepared to prove
proving of the propo,ed amalgamation of this undertaking
the truth of the allegations to the very letter. I ask, then,
wino the Birmingham, Wolverhampton, and Dudley line, whether I am to be told that upon some technical
ground,
and the proposed sale of both concerns to the Great Western some non-compliance with the formality of
an Act of Parliament, that I am not to have
Company, and not considering themselves legally or equit- a locus standi before the present Committee, and to oppose
ably uound by the proceedings of the meeting of the 4th of the agreements which have been come to between the Bir-
December lesn hell in defiance of the protest of the share-
holders di qualified by tli acts of the directors, the directors
-..--.••• --e hereliv instructed not to proceed further express defiance of the wishes of their shareholdere? The
with, out to withuraw /eon) LUC
i , Ft ilvx,.. ... ..., „ .....,....., , Attaaahiriegithe transfer of the line to the Great Western
Parliament for uniting the leirrniugham and Oxford Junction me e.a.plMao .....m...auw. ..,........ .........N. 4.....05fer or
lease can only be made by the consent of three-fifths of the
Railway Company and the Birmingham, Wolverhampton, body of a meeting, to be specially convened, for the purpose
and Dudley Railway Company into one company, and for of taking the sense of the shareholders upon the subject. If
authorising the sale of the Birmingham, Wolverhampton, then, lam in a position to show you that by the acts of the•
and Dudley Railway, and other new works, to the Great directors, whether by lathes or by design, or any other cir-
Western Railway Company: and that the directors be cumstances, or by their carelessness in postponing to call the
further instructed forth with to affix the company's meeting at the proper time—whether, I say, in consequence
seal to the petition now read against the Bill, and of this the shareholders of the company have not been able
to cause such petition to be presented to the House to express their opinions upon the subject ; and more than
of Commons, and to oppose such Bill by counsel that, since it has been positively affirmed that the sense of the
and witnesses and all other necessary means in body of the shareholders is adverse to the course which
both Houses of Parliament; and that this meeting do now the directors have taken, I want to know whether,
instruct the directors not to take, but to oppose anyproceed- under these circumstances, I am not to be allowed
ir.gs tor or towards any amalgamation, sale, or lease, with
to prove the allegations of these petitions ? You
or to the Birmingham, Wolverhampton, and Dudley Railway s
Company, or the said Great Western Company, or either of see Sir, that if the case went no further than that—if
the directors had not taken the proper steps to ascertain the
them, without the further instruction of the shareholders.
'Elia the petition referred to in the said resolution was as true sense of the shareholders—if they had not taken the
steps of the 14th of September, I should have been entitled
follows :---` To the Honourable the Commons of the United to say that the body of the shareholders had not given in
Kingdom of Great Britain and Ireland, in Parliament as- their assent to the proposition of the directors on the subject
sent bled. The humble petition of the Birmingham and Ox- of the sale of the line to the Great Western Company. I
ford Junction Rail.v ay Company, under the common seal, may then say that we are entitled to be heard, on the ground
sl.oweth that a Bill is now pending before your Honourable that thernassofthe shareholders—the proprietors of this line—
House, in tituled, " A proposed Bill for uniting the Birming- dissent from this measure, but when Igo beyond that, and
ham and Oxford Junction Railway Company and the Bir- show you that whereas the directors had taken good care that
Itirigham, Wolverhampton, and Dudley Railway Company the sense of the shareholders should not be taken ; that the
into one company, and for authorising the sale means of expressing their opinions were placed beyond their
of the Bii iniegham, Wolverhampton, and Dudley power; that the long interval of forty-five days was allowed
Railway, and other new works. to the Great West- to elapse without the meeting taking place, and when such a
ern Railway Company." That your petitioners meeting did at length take place, that thirty-five thousand,
are adverse to the provieions of the said Bill, which affects out of the fifty thousand shareholders, without a single
their interests and professes to dispose of their property; and dissenting voice, opposed the conduct of the direc-
desire that the same should be no further proceeded with, so tors,—when, I say, you find the whole body of the
tar as they are concerned. Your petitioners, therefore, humbly proprietary giving it as their opinion th it the pro-
pray your Houourable Howe that the acid Bill may not pass
into a law, and that they may be heard by themselves, their were determined to proceeed with the petition to Parliament
counsel, agents, and witnesses, against the preamble of the against the Bill—when they were determined under every
said Int , and such of the clauses thereof as effect the interests circumstance to oppose the sale of the line—when they called
of your petitioners.' " upon their directors to affix the common seal of the company
Hera now was a flagrant omission of duty on the part of the to the petition—when we have done all this, it gives us the
directors of this company towards the shareholders whose in- power, beyond all doubt or question, to be heard before this
ti,?est they were bound to protect. Committee, and not only to be merely heard, but to be heard
" That the sail directors, nevertheless, refused to affix the successfully; because I say, the directors did not choose to
sts dof the company to the said petition, and it was there- perform their duty by affixing the common seal to this peti-
, rein resolved by the meeting unanimously, except the said tion. If they were prevented now from being heard, what
~.irectors, that Sir Harry Verney, Bart., and five other share- would be the consequence of the adoption of such a course?
holders, ehould sign the said petition on behalf of the corn- In case these twelve directors, because they were possessed
p toy. of the common seal of the company—if you give to the majo-
" That the petition has accordingly been signed by Sir rity of these who may happen to be present the power of dis-
llarry Verney, Bart., and five other shareholders, and has posing of all the rights and interrsta of those whose rights
been presented to your Honourable House." they are the mere representatives of—if we once allow the
Now you will observe that' according to that resolution the principle that the directors shall be enabled to care nothing,
directors were called upon to affix the common seal of the no matter however detrimental it may be to the interests of
company to the petition which was then and there drawn the shareholders, you give them an authority to come before
up, and
I it was the bounden and imperative duty a Committee of Parliament for any measure, no matter
of the directors to affix such seal to the petition. If they
how preposterous soever it may be, or how much
had done so there weld have been an end of this Bill; there itmay
sacrifice the interests of those whose rights
woul na
l be no question as to locus standi raised before the Co-
n; ittee ; we should have been here with the common seal of they theyre
area bound to protect, simply and solely because
possessed of the common seal of the company, and
the cempany, prohibiting the directors from promoting this
refuse to affix it to a petition, although that petition may be
measure. You would then have sent the promoters of the sanctioned by the great mass of the proprietors. I cannot
Bill from this Committee-room as soon as the petition was
conceive of any amount of fraud which could not be perpe-
r ted by this means. They come here for the purpose of
brought before you. Was it not the bounden duty of the Crated
directore, who are neither more nor less than the agents of , obtaining a legislative Act; you pass the measure which
the shareholders, at the meeting assembled, to have affixed they ask; in vain those beneficially interested, in vain the
the se4l of the company to this petition? They thought, body of the proprietors, unanimously, and without a dis-
however, because they were possessed of the seal, and because sentient voice, come to this House and crave to be heard
they refused to affix it to the petition, that therefore the against the Bill which the governing body propose to be
petition would not find its way into that House, and the con- carried out—though the measure never received the assent
sequence would be that this agreement entered into with the of the proprietors, and though they are endeavouring to
Great Western Company by the directors, in opposition to carry it out by fraud or by misrepresentation. If the peti-
the wishes of the shareholders, would be carried out. That tioners are not heard what is the consequence? The Bill
petition is, however, before you, and I have the honour to may pass on ex parte statements; it may be that it ought to
appear on behalf of the petitioners, who pray that the be sent up to Mr. Greene, to the Committee up stairs, as an
allegations contained ire it will be taken into your most serious unopposed Bill. If we are not to oppose it no person can :
consideration. Had the common seal of the company been there is no landowner, there is no competing company.
affixed, this petition would be irretrievably fatal to the Bill. The only persons to be heard against d
be the 81l are
1.5 it, then, to have less au'hority before the Committee, as the heardshar againsteholders
Ifthethey shoßill, when refusedth comtoe
exteees,ing the opinion of the shareholders in resisting the be
proceedings of the directors, because, instead of the common to be heard according to the somewhat tardy proceyedings of
seal et the company, the petition is signed by Sir Harry the Court of Chancery, the answer will be in vain, because
Verney and other shareholders? I cannot seeita hy I should i the Bill of the shareholders seeks to interfere with the ma-
heewdi before the I will be, the Legis-
called on to argue the case of my locus nagement of the company. The answer
Committee. I have an indisputable right to be heard, ard,and to lature has anticipated the decision by a strict enactment. The
be heard successfully too, against this Bill; and I trust that hat rights of parties are concluded for ever. Is that then a state
the Committee will, when they have heard the remarks t
of things to be endured ? If such were to be the case the"
I shall have to offer to them, be of the same opinion. I effect, I fearlessly assert, would be most disastrous. The
remedy, except by going to a court of equity, and
° At the said meeting of the 13th of March, 1847, the fol- i only
praying that court to interpose and prevent the proceedings,
lowin 4 resolution was also passed unanimously, except the I
was to have come to the Committee. They have done so ;
said nireetoes :—"fhat the directors be instructed to take
measures for adopting and carrying into effect the proposals I and the decisions which have been come to in the courts of
mad: to them in December last by the directors of the Lon- I equity, where they have also been taken, have, to a certain
don and North-Western Railway Company, having for their Iconclusive in our favour. I assert this without
object the 'pint use of this line by• th Great ofcontradiction ; I say, the views now entertained by
fear
extent been
Western and
London and North-Western Companies, either upon the the courts of the highest authority in this realm are, that
terms proposed, or some equally satisfactoryl basis of arrange- these four directors should have gone out, and their place
mem, and failing this that theline
ornbpeaoym.,poleted forth- been supplied by four others by election. These, with the six
With. and kept independent of either et
Now, Sir, I would ask, can there
was, in
slightesteffec doubt directors elected on the 13th of March, would have
that what passed at that meetinggiven a measure favourable to the interests of the share-
holders, and prevented the measure from being
sense of the great body of the shareholders? Ctitthheerrrue
bee
brought forward. I feel, Sir, that these are matters
the slightest doubt that. as compared with the „,,,e to which the Committee will attach some importance. We
of the meeting of the 10th of Deeember, that Cemseeeundssit-e137 feel that our only remedy is here, and I come here prepared
considered as the unanimous representation of the of to support it by precedents innumerable; and lam prepared
the shareholders? Observe the difference—on the 4th of De- to contend, that in point of principle, if no precedent existed,
cember the only persons at that time that could come to the
and this all to
the present is a case which calls for one being made. It is
meeting were the helders of scrip, the sealed certificates had clear our rights are to be invaded, our interests to be affected,
will.
lti aYaotautewofilit
not been issued at that time, because, you observe, I shall be be done without our consent and without our
thingsake wouldinto considerationgive
The thegrou. ground
that
able to prove the allegations of the petition—that almost all
that even upon that it
you
ground your decision
pass the
me. fact is, N e
Bill,
oughtand I
taop apprehend
heeorniel.
the transactions which took place in the market were what
are without remedy '
y. They alle:etht
is called transactions to be completed upon the issue of the
gets his shares in
ahtestehed
shareholdersireetors sh
should
de
havefile d
sealed certificates. The person who
the market elusive on my side. The of
that way takes his chance of the state of
a bill in equit
sealed certificates.
et the time of the issue of the gone out by a certain da • '
these things. 3in the month of Februar • d
There is a vast deal of speculation
_in all . general meeting appointed to take place i F y, an at a
for the
This sort of transaction is what is called " buying election of directors was to take place meaner
the
a fresh
coming out." In the interval the consequence is, that the
the Act of incorporation. These _ provisions of
directo
man who has got his right to transfer is not entitled to hold to go out. They remained in office. Theyofcompany. The
time scrip, and the agent gets the sealed certificates. ; proper directors
holder of the scrip shares transfers his scrip to the man who of this conduct on the part of the directors, andthis
t: is bought his right to be registered as a shareholder. I they further . say that these directors have sacri-
Unkler these circumstances the holders of the scrip shares ,' lied their interests for certain sinister parmen,
-would be entitled to come there and vote. The directors of which the bill sets out.
The Vice-Chancellor decides ' -
in our
the company who held on the 12th of September 4,C00 favour the objects of the bill, that object being to prevent
of the shares of the company, had parted with 3,000 of the directors from going on. The Vice-Chancellor decides
them at a considerable premium; they kept the scrip, and in favour of the petition, and grants an injunction. That
became entitled to vote in the right and to the amount ofhowever,
injunction has been, reversed, and you will see
my position. If that in- •
the 4,000 shares which they previously held; and there were that that reversal actually fortifies
directors could not
also numerous other persons still holding shares in the Bir- . t' had remained unreversed the
junc ion to have done so,
mingharo,Wolverhampton and Dudley Railway who would be have come here, or, if they had presumed.
entitled to vote at that meeting. There is nothing, there- would have been consigned to a certain place of durance
fore; to satisfy you that the persons present who voted at theof Ch
the High Court Chancery.
What, for theycontempt of the orders of
meeting were, in fact, bond fide shareholders, and really en-
then, was the ju • dgment of the Vice-Chancellor? I
/ 4/

will show you that the spirit cf that judgment remains
wholly unreversed. 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 provisions 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 technical
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 filed,
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 big 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 fran-
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 petitiun 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 conic 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 have gone out. The shareholders elected four other
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 Beech 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 acting in 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 are
only a part of the company, appearing before you as the
promoters of the Bill, and perhaps before another month 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
Bench confirming and making absolute the rule for a man-
damus. Now, I ask, if, under 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 for
considered..? When, Sir, you come to consider all the
facts of 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 then 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. lf, 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 have nothing
whatever to do with the undertaking. The Act states 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 got 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, if
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 in 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 Western Company were
prepared to lease or to purchase the line ; on that occasion
he 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 your
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, Wol-
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 com-
mand in consequence of that connexion." The share-
holders of the Oxford and Birmingham Company, 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. If we remain
independent we shall get the traffic of 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 acquired, but subject always to this right
su 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 forth-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 fur that purpose to object to the pro-
posed arrangement with the Great Western Company. But
the Great Western Company suy 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
either lawgr
shareholders, as required by the Act of Incorporation. The
position of the parties, therefore, is this—if the agreement
Company, oncotmhepell2ththeNovember, is one which
entered into between the directors and the Great Western
Western Company has a
agree-
ment is binding, ' in right
ro
equity,ltdoeresn enforce—if
they
eo—mci the Greaa
t
court of equity and enforce
shl the performance of the con-
, tract, and
merit to obtain the sanction
union of this company witsi the Legislature for the
coma
ntthogaot
pi
an rtjoi
the
of
It is clear the d' the Great Western Company.
directors have
exceeded their powers.
The directors had power given to thetn, when they asked for
their act, to constitute the Birmingham
I ,
and Oxford o

pany. They had power which entitled them either to Ist 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 bad
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-
ples of justice. This is a matter in which you cannot legis-
late without interfering with the rights of individuals. It
may be, 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 not
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 you doubt
of the result of passing this measure? I admit that in the
case of an iudividual 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 I 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 objektion, 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 t his 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 art 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. It 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 t 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 ashareholder. There was also a number of petitions of share-
holders ire 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 Derby 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 that company. Counsel were heard in support of the
several petitions. Mr. Austin, Mr. Sergeant Wrangham, and
Mr. Edwin James, appeared for Col. Blane. Mr. Dorrington
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. The 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.
CIIAIRMAN—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 tho
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.
CHAIRMAN—I don't think that they complained against
the preamble of the Bill.
Mr. COCKBURN—With great submission, I do Rot see that
that can make any distinction in rny 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 wero
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 standi. The ques-
tion is whether certain parties have a right on the substantial
distinction as against the Bill to be heard. I will now call
the attention of the Committee to the report of the Com-
mittee of Inquiry upon the Garnkirk, Glasgow, and Coat-
bridge Railway, in the year 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 puguacity—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
three more 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. Bat, 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 Worsley 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. Counsel 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 Tad 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 the pp-
posed 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
ease 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 Duncombe presided. The
question was there discussed, and it was decided that the
shareholders should not 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 cent for the counsel, who had been excluded.
Now, I put this as a pretty strong illustration
of the impolicy 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; 1 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
again, there was the Colchester and Stour
istions. Then,.
r lley Railway. That railway wanted to purchase
navigation. Mr. Forbes Mackenzie in this case
allowed the petitioners to be heard by counsel.
There was the decision of Lord Brougham in the case cf
opinion of this person, holding a high position and station,
will be entitled .to some weight. The case which
Fan.m. before his Lordship was the case of an
inddual against the board of directors which had
ttoheyrepstorssaiessn
eathbeymthferoAmct
ogfoi,in,garahameyeoantd.
ftohre its
erosbjwehcich
It was the case of a single shareholder against the acts of the
directors. INectors. hat said Lord Brougham ? His Lordship said
this—and I beg the Committee to bear in mind
these vorcl:—" Although I may be disposed to support
theinjunction 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 ; indeed,
of this there is no doubt." His Lordship went on to state

that lie 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 l
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 tor
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 dissentient 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. You 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 the 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, to you 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 oppor-
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 moment sup-
pose that you would do so. It would be a most mon-
strous thing. Can you, if this be proved, which is
the foundation of my application—if thesei 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 Bill should be reported as
proved, 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 yoa
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 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, 1
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 full 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
&Masa upon it. and but for which we should have an un-
doubted, an impreseriptible 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 refusing 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 measnre 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
EPSOM RAILWAY.

On Thursday Capt. Symmons, the Government Inspector-
General, made an experimental trip over this newly-formed
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.
Hoof, the celebrated contractor, and his sons; Mr. Peter
Clarke, the manager; Mr. George Hawkins, the superinten-
dent; Mr. Hood, Mr. Carr, and others. Starting from 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 Carshalten, 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 16,000/. and 20,000/.
per annum, and the whole extent of line will be worked as
part and parcel of the Brighton 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.