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

upon the councils of the body. The resolution passed at
tihat. meeting was as follows :
" That although the six new directors were so chosen
their by
the said meeting, on the 13th day of March,
1847, vet
el et :lion is rendered wholly inoperative, in consequence of the
to
elve directors who were in office before the said meeting,
as
hle in; at meeting of themselves, on the said 13th of March
last, before the holding of such
meeting, passed a resolution
in tl to following terms : 13th f March, 1847—Resolved,
that Messrs. Muntz, Matthews, Shaw, Spooner, Freer,
Syn made, and Barlow, be appointed a committee, of whom
thre e 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-
p- leting and furnishing the Birmingham and Oxford
Railevie y, and the works and conveniences connected
therevr ith ; and for the purpose of doing all such acts
and t.: flings as in their judgment may be necessary
and ps roper for enforcing, procuring, and obtaining the
perforn sauce 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
naakin g and enforcing the payment of calls upon share-
holder Fin 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
Par !lament in any way relating to the affairs of the said
coy ipany ; and also for the purpose of either witndrawing
an: e such Bills or Bill, or taking such steps as may be neces-
sal y or useful for procuring the passing thereof, with such
cia uses therein as they, the said committee, or any three of
the m, may deem advisable, and also for the purpose of doing
all such acts and things as in their judgment shall be necessary
car proper to be done by, or on the part of the connpany,
im or towards the performance and execution on their part
ce the resolution or agreement already made between the
Blrmingham and Oxford Junction Railway Company on the
one part, and the Great Western Railway Company, andßir-
aingham, Wolverhampton, and Dudley Railway respectively
n r either of such companies on the other part, and for the
p urpose of enforcing and obtaining the performance of such
a greements respectively, and any other agreements already
a lade or hereinafter to be made between the Birmingham
3 nd Oxford Junction Railway Cempany on the one hand,
a. ad any other company or companies, or person or persons
son the other hand, and generally for the purpose of doing
al 1 such Acts in reference to the affairs of the
Bermingham and Oxford Junetion Railway Com-
ps, ay as the directors thereof might lawfully do.'
sn'h at the effect and intention of such resolution is to cancel
tti s appointment of the said six new directors, and to transfer
tb e whole management a the affairs of the company to the
committee thereby appointed. That of the seven members
01' such committee six are also directors of the Birmingham,
til.'olverhampton, and Dudley Railway Company, and two
an a directors of the Great Western Railway Company; so
the it the majority at a meeting of the quorum of such com-
mietee may consist of the two Great Western directors.
That since the appointment of the said committee no meet-
ing of the board of directors of the Birmingham and Oxford
Jane lion Railway has been held, although the affairs of the
company are of urgent and pressing necessity. That by the
said Bill the directors who were in office before the election
of the said six directors are proposed to be continued in
office until the completion of the works, or until the transfer
thereof to the Great Western Railway Company. That if
four of the said original directors had duly retired from office,
and the shareholders bad proceeded to elect four new
directors in their stead, the persons who would have been
new directors of the said company would not, promote the
said Bill." Sir, that is a matter of great importance, as it
would be competent for the shareholders to elect six new
directors; they should have elected four more in the place of
the four who should have retired, so they would have had a
majority, and this Bill would not have been permitted to be
introduced by the company. I submit with the utmost con-
thience that this is a matter which cannot be slightly treated,
axe' upon which the Committee must, if they will allow
Imes to say so, allow the allegations of the petitions to be
proved, and I will take the liberty of saying this with a
view to my present position, that every title, every iota of
that petition must be taken as fact. lam prepared to prove
the truth cf the allegations to the very letter. I ask, then,
whether I am to be told that upon soma technical
ground, some non-compliance with the formality of
an Act of Parliament, that I am not to have
a locus standi before the present Committee, and to cppose
sthe agreements which have been come to between the Bir-
niingham and Oxford and the Great Western Company, in
ex press defiance of the wishes of their shareholders? The
Act authorising the transfer of the line to the Great Western
is founded upon the express condition that such transfer or
lease can only be made by the consent of three-fifths of the
body of a meeting, to be specially convened, for the purpose
of taking the sense of the shareholders upon the subject. If
then, 1 am in a position to show you that by the acts of the
directors, whether by ladles or by design, or any other cir-
cumstances, or by their carelessness in postponing to call the
meeting at the proper time—whether, I say, in consequence
of this the shareholders of the company have not been able
to express their opinions upon the subject ; and more than
that, since it has been positively affirmed that the sense of the
body of the shareholders is adverse to the course which
,the directors have taken, I want to know whether,
a oder these circumstances, I am not to be allowed
to prove the allegations of these petitions ? You
sae, Sir, that if the case went no furthe? than that—if
the directors had not taken the proper steps to ascertain the
true sense of the shareholders—if they had not taken the
steps of the 14th of September, I should have been entitled
to say that the body of the shareholders had nut given in
their assent to the proposition of the directors on the subject
of the sale of the line to the Great Western Company. I
may then say that we are entitled to be heard, on the ground
that the mass of the shareholders—the proprietors of this line—
dissent from this measure, but when I go beyond that, and
show
you that whereas the directors had taken good care that
the sense of the shareholders should dot be taken; that the
means of expressing their opinions were placed beyond their
power; that the long interval of forty-five days was allowed
to elapse without the meeting takiniaptlace, and when such a
meeting did at length take plac thirty-five thousand,
out of the fifty thousand shareholders, without a single
opposed the
dissenting voice,
whole
tof the direc-
tors,—when, I say, you find the body of the
proprietary giving it as their opinion thst the pro-
posal of the directors was fatal to their interests, that they
were determined to proceced with the petition to Parliament
against the Bill—when they were determined under every
circumstance to oppose the sale of the line—when they called
upon their directors to affix the common seal of the company
to the petition—when we have done all this, it gives us the
power, beyond all doubt or question, to be heard before this
Committee, and not only to be merely heard, but to be heard
successfully; because I say, the directors did not choose to
perform their duty by affixing the common seal to this peti-
tion. If they were prevented now from being heard, what
would he the consequence of the adoption of such a course?
In case these twelve directors, because they were possessed
of the common seal of the company—if yougive to the majo-
rity of these who may happen to be present the power of dis-
posing of all the rights and interrsts of those whose rights
they are the mere representatives of—if we once allow the
principle that the directors shall be enabled to care nothing,
no matter however detrimental it may be to the interests of
the shareholders, you give them an authority to come before
a Committee of Parliament for any measure, no matter
how preposterous soever it may be, or how much
it may sacrifice the interests of those whose rights
they are bound to protect, simply and solely because
they are possessed of the common seal of the company, and
refuse to affix it to a petition, although that petition may be
sanctioned by the great mass of the proprietors. I cannot
conceive of any amount of fraud which could not be perpe-
trated by this means. They come here for the purpose of
obtaining a legislative Act; you pass the measure which
they ask; in vain those beneficially interested, in vain the
body of the proprietors, unanimously, and without a dis-
sentient voice, come to this House and crave to be heard
against the Bill which the governing body propose to be
carried out—though the measure never received the assent
of the proprietors, and though they are endeavouring to
carry it out by fraud or by misrepresentation. If the peti-
tioners are not heard what is the consequence? The Bill'
may pass on ex parte statements; it may be that it ought to
be sent up to Mr. Greene, to the Committee up stairs, ac an
unopposed Bill. It we are not to oppose it no person can :
there is no landowner, there is no competing company.
The only persona to be heard against the Bill are
the shareholders. If they should be refused
be heard against the Bill, when they come
to
to be heard according to the somewhat tardy proceedings
the Court of Chancery, the answer will be in vain becauseof
the Bill of the shareholders seeks to interfere with the ma
ma-
nagement of the company. The answer will be, the Legis-
lanure has anti-ipateil the decision by a strict enactment. The
rights of parties are concluded for ever. Is that then a state
of things to be endured ? If such were to be the case the
effect, I fearlessly assert, would be most disastrous. The
only remedy, except by going to a court of equity, and
praying that court to interpose and prevent the proceedings,
was to have come to the Committee. They have done so ;
and the decisions which have been come to in the courts of
equity, where they have also been taken, have, to a certain
extent been conclusive in our favour. I assert this without
fear of contradiction ; I say, the views now entertained by
the courts of the highst authority in this realm are, that
these four directors should have gone out, and their place
been supplied by four others by election. These, with the six
directors elected on the 13th of March, would have
given a measure favourable to the interests of the share-
holders, and prevented the measure from being
brought forward. I feel, Sir, that these are matters
to which the Committee will attach some importance. We
feel that our only remedy is here, and I come here prepared
to support it by precedents innumerable ; and I am prepared
to contend, that in point of principle, if no precedent existed,
the present is a case which calls for one being made. It is
clear our rights are to be invaded, our interests to be affected,
and this all to be done without our consent and without our
will. You will take into consideration the ground which
such a state of things would give me. The fact is, that we
are without remedy if you pass the Bill, and I apprehend
that even upon that ground your decision ought to be con-
clusive on my side. Certain of these shareholders have filed
a bill in equity. They allege that the directors should have
gone out by a certain day in the month of February, and at a
general meeting appointed to take place in February a fresh
election of directors was to take place under the provisions of
the Act of incorporation. These directors, however, refused
to go out. They remained in office. They are not then the
proper directors of the company. The shareholders complain
of this conduct on the part of the directors, and
they further say that these directors have sacri-
ficed their interests for certain sinister purposes.
vhich the bill sets out. The Vice-Chancellor decides in our
favour the objects of the bill, that object being to prevent
the directors from going on. The Vice-Chancellor decides
in favour of thpetition and grants an injunction. That
injunction has b
that that reversal actually however,
reversed, and you will see
had remained
fortifies my position. If that in-
junctionunreversed the directors could not
have come here, onnT had presumed to have done so,
they would have been consigned gned to a certain
for contempt of the orderse‘ ofl the IlighCouprltacoef ocfhdauorottencrye.
What, then, was the judginel
will show you that the spirt of the Vice-Chancellor? I
t
wholly unreversel. It has beencl that ;
Mit that those
eae—edapbpylication has been
judgment remains
directors should have gone out,
a mandamus calling
made to the Court of Queen's Benchntgbe,
Tained in office
on the directors to show cause why
contrary to the provisions of the Act ofYiae
gist
tut I will
that they ought to have gone out, and Parliament
seeing
no longer directors. The Vice-Chancellor seven° have been
not read the whole of it, I will come to the
matter)—hesaye—(The Learned Cousel here read an elftrtat
he
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
part 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 wag that the acts of the directors of which they