The Sun.
London, England, 1847-07-26 00:00:00

J ULY 26, 1847.

THE BATTLE OF THE GAUGES.
(From the Observer.)
On Saturday the adjourned special meeting of the
Birmingham and Oxford Railway Company was held at
Herbert's Hotel, Old Palace -yard, Mr. W. T. Matthews
in the chair. Among the parties present we observed
Mr. F. P. Barlow, director of the Great Western Corn.
pan) ; Mr. Saunders, secretary of the Great Western
Company; Mr. F. Rufford, Mr. E. I. Mozley, of Liver-
pool; Mr. Turner, of Liverpool; Mr. Carter, solicitor to
the London and North-Western Company ; Mr. Jones,
Mr. Cash, Mr. Gilbert, Mr. Dobie, and various other
gentlemen connected with the rival companies.
The CHAIRMAN stated that it would be recollected
that at the last meeting, which took place at Birming•
ham on the 12th instant, a resolution of adjournment
was carried, with a view of seeing whether any arrange-
ment could be come to far a settlement of the unfortunate
differences existing in the company. He regretted that
the negotiations that ensued had not led to any success-
ful result, and he would therefore call upon Mr. Mozley,
who was in possession of the meeting at the time the
adjournment took place, to proceed with the business.
Mr. E. J. MOZLEY deeply regretted that, as had been
hoped, no arrangement had been come to, and he must
how proceed with the course which he and his friends
intended to pursue, to show the public their true
position, as they were determined to be played
with no longer.--(Loud cheers.) He did not regret
the negotiation that had taken place, as it showed
that they were disposed to have come to an amicable
arrangement, though be denied most emphatically the
insinuations that had been published, that he, or those
with whom he acted, had ever shown tiny intention of
abdicating any principle; and he now stated that had
his party been met in a proper spirit by the Great Wes-
tern party, there could be no doubt but that a satisfac-
tory conclusion would have been arrived at. He re-
gretted. that Mr. 'Russell, the chairman of the Great
Western Company, was not present, as he never liked io
speak of what had taken place with a gentlemaa when
he was absent; but he felt bound to give a short state-
ment relative to the negotiations to the meeting. He,
however, spoke in the presence of several gentlemen
who were present at the inti rview that took place, and
who could correct him if he was in error. It was not un-
til every effort, both straightforward and by side winds,
had been tried, to carry out the agreement for the amal-
gamation of the company with the Birmingham, Dudley,
and Wolverhampton Compan), and the sale of the line
to the Great Western, had failed, that any offer of ar-
rangement was made. At a meeting of the Birmingham
and Oxford Board, after the House of Lords had de-
cided that the Bill could not pass the standing orders
without the consent of the shareholders being obtained,
Mr. Russell originated a conversation by stating that
he (Mr. Mosley) had often expressed a desire to come
to some settlement, and that they (the Great Wes-
tern party) were now prepared to meet them. He
readily snatched at the proffered olive branch, and. at
the last meeting which took place at Birmingham, pro-
posed an adjournment, with a view, if possible, of com-
ing to an arrangement, which, while it secured the
rights of the shareholder, should put an end to all the
differences existing between the Great Western, the
discontented shareholders of the Oxford and Birming-
ham, London and North Western, and other companies.
After the meeting at Birmingham, he (Mr. Mozley)
proposed that the whole matter should be left to the
settlement of one individual of the highest character and
station. That, however, was objected to, as it was
stated that all interests must be represented ; thus there
was the Great Western interest, the directors of the Ox-
ford and Birmingham interest, the Staffordshire interest,
and others. He said if they were going to name 18 or
20 interests on the one side he could do the same on the
other, and that with a body of 30 or-40 there could be
no hopes of any settlement ever being come to, and it
was at last agreed that the matter should be left to the
decision of five persons on each side. Mr. Russell
stated that any negotiations which took place must have
for their object the acknowledgment of the purchase of
the line by the Great Western Company. He (Mr.
Mozley) said that any meeting would be useless, as
that was the point on which they were at issue, and the
dissentient shareholders could not assent to that pur-
chase being carried out.—(Hear, hear.) Mr. Saunders
said that such a condition would be ridiculous—Mr.
Saunders, he saw, shook his head— • •
Mr. SAIINDBRS did not say it would be ridiculous.
Mr. MOZLEY did not mean to say that Mr. Saunders
used that term, but he (Mr. Mozley) implied from his
manner that he said it would be so, and he proposed
that if five individuals met on.each side the subject of
the purchase could be hung up for the moment, and
they. could proceed with the discussion of the other
points. That was assented to, and he (Mr. Mozley)
undertook to communicate with the parties with whom
he was connected. He did so, and the London and
North-Western Company readily fell into the agree-
ment to leave all points of difference in their hands.
That was the position in which they stood when he pro-
posed the adjournment of the meeting of proprietors at
Birmingham, under the hope that something beneficial
to all would be effected. At that meeting he had ex-
pressed a hope that no lawyers would be admitted to
have anything to do with the arrangement; but it
afterwards being considered that Mr. Saunders, the
secretary of the Great Western Company, would pro-
hobly form one of the deputation on their part, and Mr.
Swift being the only gentleman connected with the
London and North-Western Company, who, from his
knowledge of the affairs between the two companies,
was competent to meet him, he (Mr. Mozley) waited on
Mr. Matthews, their chairman, and asked whether
there would be any objection, under the circumstances,
to that gentleman forming one of the deputation?
when it was replied that, there being a sincere de-
sire for peace, there would be no objection to him,
and it was resolved to meet on the Tuesday. Mr. Swift,
however, was compelled to leave town for Scotland on
important business, and being fearful lest it should be
supposed that they wished to cause any delay, they re-
solved to meet the deputation from the Great Western
party without him. They accordingly met, the parties
on one side being Mews. Saunders, Russell, Cross
thwaite, Matthews, and Pratt; and on the other, Messrs.
Hornby, Westhead, Beale, and himself (Mr. Mozley).
The first two gentlemen had been selected as being con-
nected with the northern division of the London and
North-Western Railway, and not having been at all
mixed up in these disputes; Mr. Beale, as the repre-
seetative of the Midland Company, they all knowing
the influence that he exercised at that board, and him-
self, from the prominent partihe had been unfortunately
called upon to take in these proceedings. At the meet-
ing Mr. Russell asked if they had anything to propose,
but he (Mr. Mozley) stated that the invitation to meet
having come from him he ought to make the proposi-
tion. Mr. Russell then said that he was prepared to
do so, sad proposed that the question of sale should
be settled by a friendly suit. At first he (Mr. Mozley)
and his friends were caught with the apparent fair-
ness of the offer, and they said they thought they
would accept it, but that they should like to consult
their solicitor relative to the suit. At that moment Mr.
Saunders proposed that, pending the suit, the directors
should proceed with the works as they were doing.—
(Mr. Saunders here dissented.) Having retired to
consult Mr. Dobie on the subject, he'was not to be found,
and ho then tried to see Mr. Carter, but that gentleman
could not be found either. He accordingly returned to
ask for an adjournment, when it was announced that
Messrs. Dobie and Carter were in an adjoining room,
snd he and his friends entered to consult with them. On
stating the case, they at once stated that the only parties
to a friendly suit must be the Great Western directors,
as against the directors of the Oxford and Birmingham,
with whom they were acting, to compel them to carry
out the agreement of sale; and that the decision might
be delayed for twelve months, during which time they
would be expending the shareholders' money to make a
broad gauge line; so that if a decison was given against
the puroh ase bill they would be in the position- of
the Great Western party having obtained the oyster,
while they (the shareholders) would have obtained the
shell. Seeing clearly that they could not agree to Mr. Rus-
sell's proposition, they returned and stated so, but offered,
in order to bring the question to an issue, to submit the
question to a friendly suit, provided that the directors
would consent to ballot out four of their body, as they
(the shareholders) had contended they ought to have
done before, and admit four others, when they would
agree, pending the suit, to do nothing which should in
any way prejudice the position of the broad gauge
party with respect to the line, and to forego all actions
for the past acts of the directors.—(Hear, hear.) That
proposition was declined, and they were told they might
proceed with their actions against the directors, it being
known that those pending were useless, and be told them
that others might be brought. It being clear that they
never could agree to a suit being prosecuted without
the works being stopped, he (Mr. Mozley) asked if the
Great Western party hail anything else to propose, and
it was replied, no; the only thing they would consent to
was as he had stated. He replied, that in that ease it
was useless to have held the meeting at all, as the busi-
ness could have been as equally well performed by a note
of five lines from their solicitor. All efforts at arrangee
by
meat having failed they had now to show that they, the
shareholders, had rights, as the House of Lordstheir
resolution, and by the decision of a committee
°Which Great Western influence had obtained,otain os:
phacl
deciared they had, and take steps to
them,
session of their own property (Cheers.) With
that view he would submit a resolution to
and sure he was that sooner or later
they would ob-
tain possession of it, as they were determined
lion. Gen
to leave DO
stone unturned to effect their object. The
tleman concluded amid loud cheers, by proposing a re-
solution to the effect that the meeting do appoint Alex-
ander Dobie as their solicitor to take such proceedings
in law or equity as might be advised against
Philip
Henry Muntz, John Thomas Alston, Frederick Pratt
Barlow, Richard Spooner, Francis Rufford, John Bran-
ston Frew, William Matthews, Charles
and the Rightharles Russell, Charles
Shaw, Henry Simonds, Charles Stevens,
Hon. Edward John Baron Hatherton, or the directors of
the Birmingham and Oxford Junction Railway, or all or
any of them, to prevent the carrying out of the agree-
ment for the sale of the line to the Great Western Com-
pany, made on the 12th of November, or any subsequent
agreement or proceeding in any way to carry out the
agreements, and for the purpose of having such agree-
ments cancelled, and also
for restraining the above men-
tioned parties from acting in any way as directors of the
Birmingham and Oxford Junction Company, uptil it

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with Mr. Whateley,
the solioiter to the company, Mr. Luke Russell, the bar-
risitelre, and one
CHAIRMAN
tabsekdedirewhctoertsh,er
Mr.
Mozley
would lay
before the directors the whole of the resolutions it was
intended to propose, that they might understand their
effect as a whole ?
Mr. iMOZLEY wished to know whether the gentleman
under whose advice the chairman was acting was a
,hareholder in the company ?—(Hear, hear.)lie ob-
jected to any party interfering unless he was a share-
holder, and he must say that it was a most extraordinary
proceeding for gentlemen to interfere if they were not
shareholders.
The CHAIRMAN said, that under the extraordinary po-
sition in which he was placed he felt bound to give the
best advice he could, and without wishing to do any
thing offensive to the meeting he could not put the reso-
lution in its present form.
Mr. MOZLEY wished to know on whose advice that
decision was come to.—(Hear, hear, and cries of " Let
strangers leave the room.")
Mr. WHATELEY (the solicitor) said he would take the
responsibility of the advice upon himself.—(Hear.)
Mr. MOZLEY demanded to know whether Mr. Lake
Russell, the barrister, under whose advice the chairman
was acting, was a shareholdor.--(Hear.)
The CHAIRMAN said that Mr. Whateley, as solicitor of
the company, was there to give advice as to their pro-
ceedings, and he had a right to assistance in considering
questions. At the same time he (the Chairman) must
state that Mr. Russell attended at his request, to advise
him on the course he should pursue, and it they-com-
pelled that gentleman to retire, they would delay the
be-einem, by-obliging' him (the Chafruttui)*-leavw the
room to consult him on every question alit- might arise.
Mr. MOZLEY could not resist that appeal of the Chair.
man, although he must express his feelings that it was
most extraordinary that a barrister should be brought
there to give advice to the chairman, seeing the quantity
of legal talent which, either as solicitors or directors,
they already had arrayed against the shareholders.—
(Cheers.) In reply to the first question of the chair-
man, he begged to say that the resolutions must stand
upon their integrity, and he could not submit the °ther
resolutions which he proposed to move to the meeting
until the first was disposed of.
Another consultation of some minutes took place, at
the conclusion of which
The CHAIRMAN stated that he could not consent to
put the resolution in the form moved. He regretted it
the more particularly as it raised th% question of the
legality of the sale of the line to the Great Western
Company, which the directors, who, he was sure Mr.
Mozley would admit, were in their private relations of
lire men of honour, character, and integrity, would be
glad to afford every facility to to try.—(Hear.) They
could not, however, consent to being restrained in the
performance of what they considered their duty, but if
Mr. Mozley would consent to leave out that portion of
the resolution which stated that they should be re-
strained " until it was decided by the law whether or
not they were directors, he would put it.—(Hear.)
Mr. MOZLEY said, that were he to consent to the pro-
position of the Chairman it would be taking out the
whole pith of the resolution, and he must insist upon it
in its integrity. They did not say that the directors
should be restrained, but it only proposed that the share-
holders shoull go to the Court of Chancery to endeavour
to get them restrained from doing what he believed to
be illegal acts. If these acts were illegal it was clear
they ought to be restrained. If they were not, the Lord
Chancellor would refuse to interfere, and they would be
in no worse position in consequence of the resolution
than they were at present.—(Cheers.)
After some discussion as to whether the resolution
came within the scope of the requisition,
Mr. MOZLEY determined on putting it itself, the
Chairman protesting against the proceedings.
On the vote being taken, Mr. Mozley and Mr. Frew
voted against the resolution, protesting against its le-
gality, and thirty or forty gentlemen voted for it.
Mr. MOZLEY handed the lists to the secretary, and
asked the number of shares the parties composing that
in favour of the resolution held?
Mr. KERSHAW said that the books were at Birming-
ham, and he, therefore, could not say.
dr. MOZLEY then asked the number of prolies that
stood in his name, the number of shares they repre-
sented, and whether they constituted a majority of the
meeting with the gentlemen wifo voted. •
Mr. KERSHAW said, that the number of proxies stand-
ing in Mr. Mozley's name was 34,271, representing
11,279 votes, and there could be no doubt of there being
a majority of votes in favour of the resolution.
Mr. IIIOZELEY declared the resolution curried, and
moved that Mr. l)obie be appointed solicitor to the
company, to bring such actions against the individuals
mentioned in the foregoing resolutions as the share-
holders might be advised to take, to restrain the direc-
tors from entering into agreements or purchasing land,
&c., that they were not authorised to do, and to compel
them to reimburse such moneys as they had so misap
plied. The chairman would see that he (Mr. Mozley)
had accepted his challenge, and given them an opportu-
tunity of having the whole of the conduct of the direc-
tors brought before a court of law.
Mr. TURNER seconded the resolution.
After a short consideration of the resolution with his
friends,
The CHAIRMAN said, that if the word " alleged" was
introduced before " misapplication of the funds," he
would put the resolution. Perhaps that might be a con-
venient time for him to allude to the observations which
Mr. Mozley made at the commencement of the proceed-
ihgs,relative to what took place at the interview between
the deputation's. In the main facts of the me Mr.
Mozley had undoubtedly given them a correct statement
of what occurred; He perfectly agreed in the correct-
ness of what Mr. Mozley had stated relative to the part
which was to be taken by Mr. Saunders and Mr. Swift.
Mr. Swift, did not subsequently attend, but he might be
allowed to say, considering that Mr. Mozley objected to
solicitors in the first instance, that it appeared rather
singular that he had two almost at his elbow. In the
first instance it was understood that all discussion rela-
tive to the differences between the Great Western and
the London and North-Western Companies should bs
deferred until there was a settlement of the question of
the legality of the sale of the Birmingham and Oxford
Junction line to the Great Western Company, which,
Mr. Russell proposed should be by a friendly suit, and
that every facility should be given for an early adjudi
cation. Mr. Mozley, in the first instance, said he as-
sented to the proposition—(" Hear," from Mr. Mozley)
—but said that, before he finally agreed to it he shoule
like to consult the legal adviser of the London am,
North-Western Company.
Mr. MOZLEY—No. •My legal advertiser. You your-
self gave me permission to consult Mr. Carter.
The CHAIRMAN continued—lt might be so, but he
thought it had been as he had stated. However, on his
return from the conference with the solicitors, Mr.
Mozley stated that there were two questions to be con
sidered—the legality of the sale of the line to the Great
Western Company, and the proceedings of the share-
holders against the directors. Be proposed to agree to
the suit for trying the validity of the sale, but not to per-
mit the directors to proceed with their business. Al-
though Mr. Russell and the chairman had offered every
facility for trying the suit, he proposed that four of the
directors should be balloted out to admit four from the
London and North-Western Company.—(No, no.) Per-
haps it was going too far to conclude that that proposal
of Mr. Mozley was intended to reverse all their proceed-
ings, as he offered to do as little damage to their posi-
tion as possible.
Mr. MOZLEY—And to forego all proceedings against
the directors for past acts.—(Hear.)
The CHAIRMAN—Quite right; it was as stated. It
struck him (the Chairman) at once that that proposition
involved such grave and insurmountable objections that
it could not be agreed to.—(Hear, hear.) It struck Mr.
Russell the same, but still stronger, as he at once saw
that if they were to accede to it the directors would be
admitting that they were in the wrong, and placing
parties concerned in an awkward position. Another
..
objection he had was, that the line had been originally
proposed by parties now forming the northern
halfer 01
i
the London and Noith-Western Company--the Y
on the broad
Junction Company as a competing
gauge through the midland districts—and
t
of a competing line were throws_
highly possible that anothere
hire on the first opportu-
would be projected from Latliesa
to consider in this case—
nity. There were three par a a al:trlvihj elirdhbei broad ro
tadhae ito
gaugebjweca
the G
Junction Company; secondly,
andprincipally
the Birmingham
thereat Western
thinkCom-
public,anwdhlxer°inr"-
p le of wouldaeornbe
pfiarnsyt,
;tahnodsthhairredhlyo.lders in
fromobtained.--
atd itdhheandport n
c i
been
served
that
obtained.—
(Hear, hleianre,) Hee wfelt that the directors would not have
it they departed
done their duty had they consented to abandon thcis
position in the present state of affairs. He believed that
-Mr Mozley was actuated by a sincere desire to bring
their differences to an amicable conclusion; and he
hoped that that gentleman would give them credit for
the same desire. He thought that Mr. Mosley bad been
rather too hard upon the gentlemen connected with the
direction, who, if they had done illegal ants, had dune st,
fromy
t
actoihit
in,l3eaysp.st(f)ip.arhoraitneriuntsi
cel
hiairtaped3rd.
admitted
agoii
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ht
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Igehdee maul
wouldaandi
nistuyrnaainontunhdtygoi nntt
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shtae,nbiyeof othf
er
het
brae
asscdesauudrt ed;
stillmaterial
prepared point,
to
support involving
sti
—(Hear, hear.) He felt that he had a most onerons
duty to perform, and nothing but a strong 'sense of
public duty should have induced him to enter that room,
knowing the opposition he would have to encounter. He
felt that he was engaged in a great moral conflict, from
which he could no more fly than could a general from the
face of an enemy's regiment. All be could say was;
that he had sincerely and conscientiously endeavourp
fairly to perform what he considered to be a grist public
duty.—(Cheers.)
Mr. STEVENS, as one whose conduct was brought into
account by the resolution, and, as a shareholder, pro-
tested against its being put.—(H ea,r, and laughter.)
Mr. C. SAUNDERS said, that before the question was
e s
pisining one or two points in theht Mr, tiusbell.
put he might, perhaps, be allowed the opportunity
of
of ex-

board the
embarkedon
CONRAN Y.—A friend of ollf
above company, yesterday
Brighton, belonging
Ito theta
quarter before seven, and,
morning, at Blackwal ,
BRIGIITON AND CONTINENTAL STEAM NAVIGATION
avaerious ports, terminating at New-
ring close
to the
twenty
_sf:atyeerna,with a strong easterly wind, and
passengers were landed at
o'clock, and started for London by
Brighton before .
. and arrived in London at 8 15, performing
6 30 train,
pleasantup.,ars
svihoxey g
g and journey
thee
voyage
unprecedented.
a.
CHAEAcTERIsTie ADLCDOTE OF LORD ByRON.—
~ oh, that was in Rome," said Thorwaldsen "when 1
was about to make Byron's statue. Ile placed . himself
just opposite to me, and began immediately to assume
quite another countenance to what was customary to
nim. Will you not sit still?" said I, " but you must not
make these faces." "It is ray expression." said Byron.
"Indeed," said I, and then I made him as I wished and
everybody said, when it was finished, that I had hit the
likeness. When Byron, however, saw it, he said, "It
does not resemble me at all; I look more unhappy."
Be was, above all things, so desirous of looking ex-
tremely unhappy," added Thorwaldsen, with con2W ez-
pression.—Anderwee Life.