The Sun.
London, England, 1847-05-07 00:00:00

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 bill were filed in that sharde the court
might entertain it. Further, the Lord Chancs.illor 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 e 4;
equity to interfere at all on grounds relating
_te, the tan-
chise. The Court of Queen's Bench exercised Vac exclusive
jurisdiction in all matters of this kind. On the two grounds
then that this is a petition of individual Paiareholders, for
instead of the
there were two or three persons shareholdes.s of the company
wpehteitiwoherehpsientitiionnetrhseihnstmhee Coofurtthoef C.eh. antr.iery,
111.0-•.: body, and as the
a as affecting them-
selves as complainedasieeosettief,ort
-0 the whole body; and
as the matter complained of with ;expect to the directors was
dividualos,f bwuatsasnaofft.
a matter of franchise, the Lor''4 Chancellor directed that the
court of equity was not tlr, proper place to come to, but he
guarded himself most p':efully against any in the slightest
degree trenching on t.ae decision pronounced by the Vice-
Chancellor on theA.ct of Parliament. I have therefore un-
reversed the decis:on of the Vice-Chancellor, that those four
directors had ce
.ased to be directors of the company, and that
they should taave gone out. The shareholders elected four other
directors 0"; their own who should have supplied their places.
Now,l4;ir, I have the clear judgment of the Lord Chancellor,
that, :the shareholders as a body might have filed a bill to
pa-event 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 shaieholders 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 amajority, 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 Beach has, however, said, that they
think it a matter worthy of consideration—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 i
which my Learned Friends seem inclined to throw upon t,
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 arc
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? 13 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
consideration? 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 lie 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. It, then, we can
prove these facts, is there any man who csu 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 beard upon our petition be-
fore this Committee on the present occasion.
(In consequence of a press of matter, we are compelled
to defer the conclusion of this important case until our Third
Edition.)

OPENING OF THE CROYDON AND

EPSOII RAILWAY.

Yesterday Captain Symmons, the Government Inspector-
General, made an experimental trip over this newly-fermed
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. 6d. 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 lire 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 t.
per annum, and the whole extent of line will be worked as
part and parcel of the Brighton and South Coast t-ystem.
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.