The Sun.
London, England, 1841-01-14 00:00:00

LONDON, THURSDAY, JANUARY 14, 1?41.

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MANCHESTER AND BIRMING
HAM EXTENSION RAILWAY COMPANY.

A general meeting of the Shareholders in this Company,
who had signed the original deed, was held in the Com-
pany's Offices, Bond-street, on Monday last, convened by
advertisements in Manchester and Lordon papers, of
which the following is a copy :--
" Manchester and Birmingham Extension Railway Com-
pany.—A General Meeting of the Shareholders of the Man-
chester and Birmingham Extension Railway Company is
hereby convened by the Provisional Directors, and will be hold
at the Company's Offices, Bond-street, Manchester, on Mon-
day the 1 Rh day of January, 1841, to consider the expediency
of adopting certain resolutions to be submitted to such meeting,
in relation to a proposed variation of the original line of rwl-
way of the said Company, and for the dis,olution of the said
Company, and the re-constitution thereof; or the format' on of
a new or substituted Company, for constructing the said varied
line. And such resolutions are intended to comprise certain
other objects relating to the affairs of the Company.—The chair
will be taken at twelve o'clock at noon precisely.
THOMAS WHEELER.

" Manchester, Dec. 17th, 1840."
About a quarter-past twelve o'clock there were not thirty
Proprietors present; but subsequently the room became
filled, and there could not be fewer than sixty Shareholders
at the meeting.—Twenty-two minutes after twelve, Mr.
JAMES BURT proposed that Mr. Thomas Ashton, of Hyde,
should take the chair. The motion was seconded by Mr.
Alderman Baooxs, and passed unanimously.
Mr. ASHTON took the chair, and called on Mr. T.
WHEELER, the law. clerk of the Company, to read the ad-
vertisement (above given) convening the meeting; having
done which Mr. Wheeler said—This meeting is convened
by the Directors under the clause in the Subscribers' agree-
ment, which is the deed constituting the Company, which
I will read :

" That if at any time it shall appear, that the Board of Di-
rectors have expended the full sup-of three pounds ten shil-
lings per share of the subscribed capital of the said Company in
the necessary application or applications to Parliament for the
proposed Act or Acts incorporating the said Company, but
without obtaining the same, then, and in that case, it shall not
be lawful for the said Board of Directors to proceed to make
any further application to Parliament for any such Act or Acts,
if the Subscribers to the said Company or undertaking sha'l
consider it advisable to abandon the said projected undertak-
ing, and to dissolve the said Company ; and that, in the case
aforesaid, it shall be lawful for the said Board of Directors, or
for any twenty of the Subscribers toithe said Company or un-
dertaking, to call by public advertisement, to be inserted in
three Manchester and three London newspapers, a general
meeting of the Subscribers to the said Company or under-
taking (of which said general meeting, and also of the object
thereof, twenty-one clear days' notice shall be given by the said
advertisement), and the majority of the persons present at such
general meeting (such general meeting, nevertheless, to con-
sist of not less than forty persons, holding in the aggregate one
thousand six hundred shares in the said Company or under-
taking) shall have full power to determine whether and in
what manner the said projected undertaking shall be further
proceeded with, or whether and upon what terms and condi-
tions the said undertaking shall be abandoned, and the said
Company dissolved, and the affairs thereof finally wound up."
The advertisement has been inserted, 21 days before
this meeting, in three Manchester and three London
papers,—The CHAIRMAN then called on Mr. WHEELER to
road the report, and Mr. Wheeler said that printed copies
of it for the Proprietors would shortly arrive from the
printers.—Mr. THOMAS OLLIVANT said, that, before the
Report was read, he thought it would be desirable to take
the sense of the meeting as to the propriety of whether the
holders of scrip should not be present.—Mr. T. WHEELER:
That is a question which the deed determines, Mr. 011i-
vant. The object of the meeting being to dissolve the
Company, the meeting must be held in strict conformity
with the provision of the deed which has just been read to
the meeting.—Mr. OLLIVANT : I did not understand there
was anything in that to exclude the Scripholders.—Mr.
WHEELER: Oh, certainly ; their names are not to the
decd. Any gentleman whose name is to the deed is ad-
missible here, and the gentlemen who have put their names
to the deed are now in the room ; but, of course, those
who have not done so, and thereby have not converted
themselves into Shareholders, are not present; and for
this reason, that if any resolution were passed by a majo-
rity, consisting partly of Scripholders and partly of
Shareholders, it would be illegal, and the Company
could not act upon it.—Mr. OLLIVANT : Then a per-
son whose name is to the deed, but who has sold
his shares, has a right to attend this meeting ?--Mr.
Ni HEELER : Certainly ; because, though he may have
sold his shares, he does not get rid of his liability to the
Company, and therefore he has a right to attend. But
the Scripholders have no such right ; otherwise it would
be possible for a gentleman signing the deed for a hundred
shares, and who by virtue of them would have only one
vote, to subdivide these hundred shares amongst a hundred
people, who might come here, and swamp this meeting by
voting in a particular mode.—Mr. OLLIVANT : My object
is only to be satisfied as to whether the Scripholders are or
are not entitled to be present.—Mr. G. R. CHAPELL : I
do not attribute to Mr. 011ivant the slightest participation
in the document which I am going to read to the meeting ;
but I think, when it has been read, you will be perfectly
satisfied of the justice of the reason given, as well as ti e
legality of the thing—the deed not authorizing scrip-
holders to be present. I have had a great number of
papers and documents sent to me gratuitously, but all un-
fortunately of one sort. I say so, because, so far from
operating on my mind to give me any dislike to the un-
dertaking, the reverse has been the case. I believe that
those who have taken so much pains, and been at so much
expense, to convince me that the undertaking is a bad
or.e, and of no value, arc sure that is valuable, or they
would not have taken the pains and trouble to labour to
convince others to the contrary. But I will give you the
document. [Mr. Chappell then read a lithographed form,
in the following terms
" Sir,—ln consideration of your paying me £ for five
shares in the Manchester Extension Railway, I hereby engage
not to sign any new Parliamentary deed in respect of the said
shares ; and, if required, I further engage to sign a petition
against any application to Parliament to carry out the under-
taking under the powers of the old deed, and to do nothing,
which shall deprive you of the full benefit of the proportion of
any balance that may now remain in the hands of the Com-
pany, attached to such five shares.—l am, Sir, your obedient
servant."
Gentlemen, I'll name the party from whom this came. It
was Mr. Edward Ashworth, who is the agent for the Lon-
don and Birmingham Company, and the Midland Counties
Company.—( Hear.) Now, gentlemen, are undertakings
like ours to be swamped in so disgraceful, mean, and con-
temptible a manner, as for the agents of other railway
companies to go in the dark, and buy our shares, and then
get people to come here, and overturn all you have done to
advantage a line which was started for, and I believe will
be for, the benefit of Manchester ? I call these means
despicable. A fair, manly, honourable opposition we had
reason to expect ; but we had no reason to expect, from
Companies like these, such an opposition as this document
makes known to the public. The intention is evident—
and they even went so far as to toll a broker, " A man
with a wooden leg will do"—it was done in the expecta-
tion of parties buying the shares being admitted here to
vote and swamp you.-..Mr, T. OLLIVANT : I presume it
is almost unnecessary for me to deny all participation in that
document.—Mr. CHAPPELL repeated he distinctly disclaimed
any intention to impute such a thing to Mr. 011ivant.—The
CHAIRMAN said, that Mr. Ashworth, the very person who
had signed that document, bad applied to him, to be pre-
sent at this meeting ; and Mr. Baxter, who was engaged
for the opposition, had also applied.—Mr. Was. RAwSON :
Might not a middle course be taken ? I have never seen
anything in the public press of this kingdom, like the steps
they have had recourse to against this undertaking ; but
I must say that I should like to hear if our opponents, or
enemies, I will call them, have anything to communicate,
to put us in possession of facts that we ought to bear. He
might be admitted and allowed to state anything he had
to say, but not to vote.—The CHAIRMAN: You have heard
our law-clerk say it would be illegal to admit parties not
Shareholders.—Mr. WHEELER: To vote. Mr. Rawson
is not aware, I think, that the purpose of this meeting is
merely to dissolve this Company. It is not intended to
bind the Shareholders or any Shareholder, to any future
course, by the proceedings of this meeting. Any Share-
holder will be at liberty either to prosecute the new under-
taking, or to take back his balance ; whichever he may
please.—Mr. RAWSON said, if the Company were to
be dissolved, he should not like to be hurried into the dis-
scOutian at once. If after inquiry he was not in-
clined to go on, he had not the least doubt that
be and every Shareholder wishing to retire might
get out without losing a farthing. Therefore, ho
thought it absolutely necessary, that the Shareholders
should have a little time to consider whether such a mode
might not be adopted of dissolving the Company as would
\ get them out without any loss whatever.—Mr. WHEELER
said, the Shareholders would have time to consider as to
their future course, whether they thought fie to pursue the
al
undertaking or not; and when they had made up their
minds, they would then be in the position of either be-
coming members of the new Company, or of withdrawing
altogether, and receiving back their balances.—Mr. AL-
BRECHT asked some question relative to the alteration in
the
on
ite_mtr. whicho he did not clearly understand.—The
thought more regular to read the
CHAIRMANRp
s said, that Mr. Ashworth,
the agent for the London and Birmingham, and also for
the Midland Counties Lines, had a different interest to the
Shareholders in this Company; an interest in cutting it
down, and destroying it ; and that was the reason they had
elrgidlit Alderman
t would
Budßoo beK
taken such trouble in going round to
purchase shares, in
order to destroy this line. It might be that our Directors
had managed badly ; but it was of
clearly the interest
those lines to do all they could to damage this, and there-
fore it was a fortunate circumstance that the law existed
to prevent Scripholders from coming and voting at this
meeting —Mr. NEwnERT said that Mr. Hoialdsworth,
M P., he presumed, had also applied for admission; but
the Directors had dealt out equal justice to him and to
others ; telling him that no Scripholder could attend this
meeting for the reasons assigned.—Mr. WHEELER then
read the following :
" Report intended to be submitted to a Meeting of Shareholders
this 11th day of January,
" The advertisement which convenes this meeting explains
such object
That su
its object.may be better understood, it will
be useful to review briefly the proceedings of the Company.
It wastornaed in the year
1838, with the design of shorten-
ing the communication with London, by the construction of a
railway-through the valley of the Trent—a district which is
known to possess almost unequalled facilities for the purpose ;
and your D
irecters, under the subscribers' agreement constitut-
in, the Company, are empowered, in their discretion, to select,
and' from time to time vary, the
point of commencement
or of termination of the course of the railway. The
line, as originally laid down, joined the Manchester and
Birmingham Railway near Stone, in Staffordshire, and, passing
through or near the towns of Rugeley, Lichfield, Tamworth,
Athcrstene, and Nuneaton, terminated at Rugby, upon the

L'

London and Birmingham Railway. There was no provision,
under the then arrangements, for the transfer of traffic from the
Grand Junction to the proposed line, nor was any junction be-
tween the lines in immediate contemplation; and hence the
town of Liverpool, and the large population whose route to and
from London is by way of Liverpool, may be said to have been
practically excluded from the benefits of the new communication.
" An application was made to Parliament in the Session of
1839 for the necessary powers to construct the railway : but
the application did not result in the passing of an Act. The
Parliamentary Committee, however, to whom the Bill was re-
ferred, encouraged the Company to renew their application, by
appending to their report the very unusual, if not altogether
unprecedented,
recommendation that every facility of which
the rules of the House would admit, should be afforded to the
promoters in a future Session.' Assured by this recommenda-
tion, and by the unanimous sanction of the Shareholders, con-
veyed by resoluthns of a meeting held in September, 1839,
your Directors prepared for the Session of 1840, and perfected
their arrangements for a second application.
" Pending the Parliamentary preparations for that applica-
tion, the line of the Chester and Crewe Railway was purchased
by the Grand Junction Company, who then sought, as the
Shareholders are already aware, and accomplished, an arrange-
ment with this Company, under which it is provided, that the
whole traffic between Liverpool and London, which comprises
much of that from Ireland and Scotland, should traverse the
Trent Line.

" The railway which the Company had then in view, con-
templating only the traffic between Manchester and London,
and between Manchester and the Eastern Counties of England,
was (as has been explained) unadapted to the extended pros-
pects thus opened to it; and the Directors, therefore, deemed
it advisable to postpone for a year their application to the Le-
gislature, in order that, in the interval, the railway might be so
varied as to meet the Company's altered circumstances. But,
before such postponement was determined upon, the Share-
holders were called together, and their opinion was requested
on the subject. The Directors:further took occasion to submit
for adoption or rejection, a proposition which had been made
to them by the London and Birmingham Company, to the
effect that the latter Company would pay to this Company
20,000/. if the project were abandoned aan4 aistoajprity of your
Directors would pledge themselves net to be-parties t 6 its-re-
newal. This proposition you unanimously rejected ; the pro-
ceedings of your Directors you as unanimously approved ; and,
acting under the sanction then obtained, plans were deposited,
in pursuance of the standing orders of Parliament, as the basis
of an application in the new ensuing session, for one of too
lines—namely, a line from Stone to Rugby, with two branches—
or a line from Stafford to Rugby, with one branch —both of
which lines are calculated to form a junction with the Grand
Junction Railway, and are therefore adapted to the Company's
new arrangements.
" The choice of line was left open for future inquiry and
agreement; and the Directors have decided, after mature deli-
beration, to adopt, and apply to Parliament for its sanction to,
the latter line.
" The preparations connected with the deposits and notices
are all completed; and although, under the Subscribers' agree-
ment already executed, the Directors deem themselves em-
powered to pursue the projected measure, yet, as it comprises
deviations from the original line of some extent, they are un-
willing to proceed further in the exercise of the powers so con-
ferred upon them, without giving any Proprietor, whose judg-
ment may differ from their own, an opportunity of recording
such opinion by withdrawing from the Company.
" The Directors, therefore, have now to suggest that for this
purpose the Company originally constituted uncler the title of
'lle Manchester and Birmingham Extension Company,' be
formally dissolved, with a view to the organization of a sub-
stituted Company, to carry out the objects specified in this
Report.
" It will, of course, follow, as part of this arrangement, that
the accounts of your Directors (who are the sole creditors of
the Company, no portion of the deposits already paid having
been • expended ;or appropriated) should be audited, and the
sum ascertained, to which, after contributing their quota to the
expenses incurred, the several retiring Shareholders, if such
there be, will be entitled."
Mr. Lee BRADSHAW, before be moved the adoption of
the Report, would make one or two observations. He had
given the undertaking a great deal of attention, and was
satisfied of the soundness of it ; and if he had wanted any
thing to confirm that opinion, it would only be necessary
for him to look to the great activity and the consideration
its opponents had given to it, to satisfy him that this un-
dertaking was sound. He begged to move, that the Re-
port be received and printed for distribution, under the
direction of the Provisional Directors.—Mr GASKELL, of
Warrington, asked, if passing the Report pledged the
Shareholders present to the dissolution:of the Company.
Mr. WHEELER : It does not. There is a subsequent re-
solution. The Company can only be dissolved by a for-
mal resolution.—Mr. CHADWICK seconded the motion.—
Mr. RAWSON said it did not follow,because tho Proprietors
of other railways did not wish the Extension Line to go
on, that it was a profitable undertaking. It might be in-
jurious to other lines, and yet not a beneficial one to the
Shareholders. He wished it to bo understood, that no
man had a higher opinion of the integrity and honour
of the Directors of this Company than he had; but he
liked to know something about a concern in which he
had a heavy stake. He did not know what this Rail-
way was to cost, and he would like to know about it be-
fore the Company either went on or dissolved ; and
those gentlemen who pledged themselves to a dissolu
tion without consideration, would of courso lose part
of their mouey.---,Mr. G. R. Cuarreae said he had from
the first held 200 shares in the undertaking, and had given
it as much attention as any other gentleman in the Direc-
tory ; and if the Shareholders looked at the attendances
of the Directors, though gratuitous, they would find them
regular and uniform. He had neither added to nor dimi-
'slw,' the number of shares he originally held ; and if
this Cosrpany were dissolved to-morrow, and any other
gentleman would take it up, he would take 200 shares in
the new Company. He did not want Mr. Rawson to pin
his faith on him ; but that was his own individual opinion,
and the unhandsome conduct of their opponents would
induce him to go on to the uttermost extent.—Mr. H.
NEWBERY thought Mr. Rawson's proposition a good one,
with this difference, that a Committee might be appointed
to consider ; and those who chose to go on might do so,
after the opportunity of full inquiry, and then no gentle-
mut would commit himself without knowing the facts
of the case. But he thought Mr. Tootal was able
to explain to the meeting the position in which the
Company now stood, and give some insight into
its affairs. It had been done before, but it could be done
again now.—Mr. Rawsote wished to say to the Share-
holders who, if the Company were dissolved this day,
did not wish to join the new Company, they might get
out by losing half their money. If they would not
agree to dissolve without full inquiry, then they might
expect, he would not say they might be fully certain, to
get out without a farthing loss.—Mr. JAMES BURT thought
before entering into discussions of this kind, they ought to,
attend to the business of the day. They had, in the first
place, to determine whether the Company should be dis-
solved or not; and then to express the sense of the meet-
ing about going on with the undertaking by a new Com-
pany. He did not think that procrastination was benefi-
cial ; but rather that the Shareholders ought to show their
opponents, that they were unanimous in carrying on the
new concern.—Mr. BRIGHT, of Rochdale, said, it would
be well if the shareholders knew what the state of the
funds was.—Mr. WRATISLAW, of Rugby, asked what the
expense would be of the variation.
Mr. EDWARD TOOTAL said—On the occasion of our
last meeting, I went at some length into the estimated
cost of the concern. I can only reiterate the statements
which I then made, having carefully looked at them, not
only before I made them, but afterwards, and frequently
since ; and I have the satisfaction of knowing that I need
neither retract nor qualify one single remark which I
then offered to the Shareholders. I have given myself
considerable trouble to converse to some extent with the
engineers of various railways ' • and I have put
to them, in the course of the last year, hundreds of
questions with a view to elicit the truth with respect
to the probable cost of this line. From all the
inquiries I have made, I see no reason to vary the opinion
I then gave with respect to the cost of the line for which
you have already applied to Parliament. Perhaps it
would be just as well to allude to that cost again, and
then to the probable additional cost of the varied line.
The application you made to Parliament in 1839 was
most severely contested, as most gentlemen here are pretty
well aware. Mr. Bidder was examined on behalf of this
Company, and cross-examined, for about three days ; and
his estimate impugned, as far as possible, by the evidence
of Mr. Vignoles, Mr. Rastrick, and Mr. Locke. The
estimate of our own engineer for the construction of, the
line was 1e,538/. per mile. Mr. Vignoles went over the
same details as to land, earthwork, masonry, permanent
way, and contingencies, as Mr. Bidder; he (Mr. Tigaoles)
being then the engineer of the Midland Counties Railway,
and of course having an interest, from his position, to go
as far as he could. I will just read you the different
items, showing the variance between the estimate of Mr.
Bidder and that of Mr. Vignoles. Land, estimated by
each at 170,0001. Earthwork, Mr. Bidder made,
282,368/. ; Mr. Vignoles, 310,624/. Masonry, Mr.
Bidder, 241,210/ ; Mr. Vignoles the same. Permanent
way, Mr. Bidder, 375,225/, ; Mr. Vignettes tha same. Con-
tingencies, the same by both. Mr. Vignoles made
the cost of the line per mile, I 8,9901,; being 440/.
per mile more than Mr. Bidder's estimate. Next
as to Mr. Locke, whose character as an engineer stands
very high, and whO was particularly celebrated for making
the lines entrusted to his charge at a low rate of cost,—
whose ability I don't call in question ; for be is a very
able and I believe conscientious man. I have had consi-
derable conversation with Mr. Locke on this very estimate.
I will give his estimate, and then I will repeat a remark
which he made to me at an interview I had with hint. Mr.
Locke is the engineer of the Grand Junction Railway
Company ; they were at that time opposed to this Com-
pany, and Mr. Locke's evidence was looked upon as the
most powerful against us, inasmuch as his experience was
great, and his reputation high. His estimate for land was
200,0001. being 30,0001. more than the other estimates ;
for earthwork 20,000/. more than Mr. Bidder ; masonry
the same as Mr. Bidder ; permanent way the same ; and
contingencies 4,0001. more. The result amounts to this
—that the estimated cost of the line would then be
19,700/. por mile. It is fair to suppose that Mr. Locke
did his utmost for his then employers ; no doubt of it ;
and he was perfectly right in so doing ; and I think it
is perhaps the highest compliment to our engineer, and
to his estimate for the Extension Line, that the greatest
difference in the paper estimates is only about 1,200/.
per mile. Mr. Locke added a considerable sum per
mile on account of forty bridges which will not be
required. The private conversation I had with Mr.
Locke, of course, I cannot repeat here ; but I may state
this. I remarked to Mr. Locke, that I might probably be
called upon to state to the Shareholders of the Company
what the probable cost of this line would be ; and at length
I said, " Mr. Locke, if I state to the Shareholders that
the Extension Railway, including carriages, engines, wag-
gons, stations, sheets, cordage, &c., and contingencies,
will be completed for a sum total f 25,000/. per mile,
shall Ibe right? Because I have made up my mind never
to state a less sum than I conscientiously believe will really