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

JULY 26, 1847.

PRICE SD.

should be decided by due course of law, whether they
.13,w)fiersrmue?lnhagesh'ufauimtlsdoairrnedacetoorirxos, and that all the costs and expenses
actions be
jpuanicdtioountcoofmtphaenmoneys of the
AMTt.eJONES e
ontii
tsecondeding for theaom ree st uet
the solicitor to the company, Mr. Lukteh-RMusyrs:ell
risltelre, acuudAontn3erAolvf tahsekdedirewchtoertsh,er !tact ebl ea yr
Mr.
before the directors the whole of the Mres°otYtiownosuiltd‘Bl7s.
intended to propose, that thee' might understand their
effect a:A.ihaoozwsLehE(ay
dde
v?i wishedce
th too kenhoawi r
m an whetherwahe
At
aharee.
acting
negnitilwee renzabna_
undMerr.
shareholder in the company ?—(Hear,s
jected to any piny 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, acid 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 if they com-
pelled that gentleman to retire, they would delay the
business, by obliging him (the Chairman) to leave the
room to consult him on every question that 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 other
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 the question of the
legality of the sale of the line to the Great Western
Company, which the directors, who, be was sure Mr.
Mozley would admit, were in their private relations of
lite 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 shout I go to the Court of Chancery to endeavour
to get them restrained from doing what he believed ti-
be illegal acts. If these acts were illegal it was clear
they ought to be restrained. If they were not, the Lore
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 'lumber of shares the parties composing that
in favour of the resolution held?
Mr. KERSHAW said that the books were at Birming-
ham, and he, theretore, could not say.
Mr. MozLty then asked the number of proxies that
stood in his name, the number of shares they repre-
sented, and whether they constituted a majority of the
meeting with the gentlemen who 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. MozELEY declared the resolution carried, and
moved that Mr. Dobie be appointed solicitor to the
company, to bring such actions against the individuals
mentioned in th 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-
ings, relative to what took place at the interview between
the deputations. In the main facts of the ea- e 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 par.
which was to be taken by Mr. Saunders and Mr. Swift.
Mr. Swift did not subs( quently attend, but he might b,
allowed to say, considering that Mr. Mozley objected ti
solicitors in the first instance, that it appeared rather
singular that he had two almost at his elbow. In re,
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 b..
eferred until there was a settlement of the question of
the legality of the sale of the Birmingham and Oxfore
Junction line to the Great Western Company, w hicl
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 te the proposition—(" Hear," from Mr. Mozley)
—but said that, before be finally agreed to it he shoul,
like to consult the legal adviser of the London ane
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, Mt
Mozley suttee 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. He 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 proposu
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.—(Elear.)
The CHAIRMAN—Quite right; it was as stated. It
struck him (the Chairman) at once that that propositior,
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 the
parties concerned in an awkward position. Another
objection he had was, that the line had been originally
proposed by parties now forming the northern half ofd
the London and North-Western Company—the Grand
Junction Company as a competing line on
thethe broad
gauge gauge through the midland districts—and
of a competing line were thrown overboard,ebroad gaugefit
vvw
highly possible that another lino on the
and Oxford
nwitti
yu.l dTbheepr reowj eecrtee dt
hfrreoemp La
ratni
ocaa ito cr.eo
nosni
dtehrei fin rtsht
iospepa
so rot -
first, the shareholders in the Birmingham
and principally
not
think would be
(the Chairman) did
-rJatlntlyet;iaonndCthoimrdplayny; secondly,
the
ereat
in-
terestsm-
he principle of a toms
public,Western whose Cn
beenrs obtained.—
(Hear, would not have
lyievedthat
t stat e on fy
taahabf falaetei
sincere
served if they departed2ioh from the
had they consented to abandon their
done their duty
conclusion;re r
Ane ezee
( Hear, hear.)line on
ewfelt thatthtehte dhiraedcto
Mr. Mozley was actuateddesire to bring
position in the present
and he
thatgentleman would give them credit for
o
had been
athnouagmh amicable
rather too hard upon the gentlemen connected with the
rhohtho el) hoped
da
differencesm that
desire.
direction, who, if they had done illegal acts, had done se
from an error in judgment and not from any other cause.
He fairly admitted that during the course of these dis-
cussions he had done many things which, if he had di(
opportunity again, he would not do ; but be felt assured
that he had not erred au any material point, involviee
a most otier ous
duty to patio: ' s
any principle, that he was not still prepared to
—(Year, hear.) Ile tett that he h
and nothing strong
but asupport.
sense of
public duty should have induced him to enter that room,
knowing the opposition he would have to encounter. Ile
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 s4..r.:waS*
that he had sincerely and conscientiously.
endeevouree
tab ly
,to perform what he considered be a grist public
fluty.—(Cheers.)
Alt STEVENS, as one whose conduct was brought into
account by the resolution, and, as $
shareholder,pro-
tested against its being put.—(Hear, and laughter.)
was
Mr. C. SAUNDERS said, that before the question
ieAgsi,
put he might, perhaps, be allowed. he oppoop_untitiusofseet.-
043' or two points in t g
,h ; ;
.;'.:fl+ ..:

- ‘----Z---C----7-gr--
As secretary to the Great Western Conadsafny, althou*
a shareholder in the Birmingham and_k. x ord, he had
______Th
hitherto carefully refrained fromositthintigt
wp4rthetinterththesaet
andi
nue' scelesuot'i shouldxsitf flr:de' nottfeelingwe
e iennrit
the
:hrhte'eacrtdoe limns
spehHanitsiti
bents of
otfhethgGeo:enati
into
Birmingham
ther
C, mpany, but with regard to the overtures of regretted that Mr. Mozley had characterised peacethetn e
delusive, and he hoped he should be able to show thatu
they were made in good faith. With regard to the
Great Western not sooner making. overtures he might
call to their recollection that at the end of last year and
the beginning of the present negotiations were entered
into between the Great Western and the London and
North-Western Companies, which led to no result.
During the time the Bills were under the consideration
of Parliament, the Great Western directors felt that they
could not enter into further negotiations, and they were
especially anxious to have an inquiry into all the cir-
cumstances, particularly as regarded the alteration
in the proprietary which had taken place in the Bir-
mingham and Oxford Junction Company since the
30th of October ; and they were advised that the best
tribunal was a Committee of the House of Lords, where
the parties could be examined on oath, which they could
not be before the House of Commons.—(Oh, oh.) The
directors of the Great Western Company bad acted
throughout without any desire of concealing anything,
but they felt that while the Bills were under the consi-
deration of Parliament, they could not enter into nego-
gls
jar:
iyr.,,nhi.
arrangements
tiations with any party. After the Bills were settled by
the decision of the House of Lords, Mr. Russell did not
1
It
ju.eGlatssessnrthsl.eeir.
r:te4gteodtiathtiaotns:zuwrh. icihiusi
Mozley bad frequently talked of
Gentleman
si
eepynrtaeenpr
dae prepared to i
an ttt otoh
aen
wegsotei
except
description
et ee .p twitht
hoaf
that
theihme.
noßussell had h
at; sbpeeecnt
p r differedep are d
,friofmh
e .thosehad
been met in the spirit he had expected, to go into other
questions, and that it was nothe (Mr. Saunders) that
suggested that the directors
should
pouding the suit ; but Mr. Crossthsvaipteroscaeieddh as before
e believed
that the suggestion was made while Mr. Mozley was ab-
sent consulting the solicitor.
Mr. MOZLEY said, that the difference that had arisen
showed how very soon circumstances of the kind could he
forgotten ; but he could appeal to Messrs. Hornby . and
Beale, whether Mr. Saunders did not make the observa-
tion, and be could also appeal t 3 Messrs. Carter and
Dobie, that he had told them of it, when he first went
out.—(Hear, hear.)
Mr. LIORNDY, having been appealed to, was decidedly
of opinion that the observation had come from Mr.
Saunders.—(Hear.)
Mr. BEALE recollected :very well that the directors
were to be allowed to proceed, but could not recollect
from whom the suggestion came, and be had himself told
Mr. Muntz. the chairman, that if that proposition were
assented to their property would be wasted during the
inquiry. Mr. Muntz agreed with him, and proposed to
stay the works, but his proposal was negatived.
Mr. CARTER could bear his testimony that on Mr.
Mozley first telling him of the proposal for a friendly
suit he had asked the question, what was to be done in
the mean time ? and that ho at once said, why the
directors are to go on as usual.
Mr. SAUNDERS again declared, on his honour, the
proposition had not come from him, but from Mr. Cross-
thsvaite.
Mr. IJORNBY—But you seconded it.—(" Hear, hear"
•' oh, oh," and hisses.) ,
Mr. MOZLEY would make a few observations in reply
1.., what had been stated. He admitted, as the chairman
had told them, that when the proposition was first made to
them, ad cap fandum, it did appear fair, but he believed
that be had arrived at years of discretion, and that on
consideration he should have seen its real nature, as did
the solicitors the moment it was suggested to them.
With regard to having the solicitors at his elbow,
that he denied ; but it did so happen that Mr. Swift
I being absent, he did want some advice, 'and Great
George street not being far from Old Palace-yard, he
went over to Mr. Carter's, not being .able to find Mr.
Dobie. Mr. Carter, it appeared, was out with Mr. Dobie
and Mr. Beale, and on their coming in and hearing that
he had been to the office, they came over to that house,
and glad lie was they did, as they at once saw the de-
lu4ive nature of the proposition. With regard to what
Air. Saunders had said about being able to be examined
before a Committee of the House of Lords on oath,
though thi y did not come there to talk of integrity or
character, he might be allowed to say that the gentlemen
whom it would have been necessary to examine, relative
to the proceedings alluded to, were of as high character
as any among the direction, and he should be ashamed
..e the man who would not tell the truth equally as well
without an oath as with it ; and though concealment,
except under oath, might be a piece of Great Western
morality, it was not of his or those who acted with him.
—(Cheers.) With regard to the threat of a broad gauge
line from Lancashire, he believed the wish was father to
(he thought; for, having exhausted their own pre-
serves, they were desirous of trespassing on those of
the narrow gauge, which they could never succeed
n doing until they had completely beaten the
Oxford and Birmingham shareholders, who were deter-
aimed to have their rights and construct the line on the
narrow gauge, as provided by their Bill, the Great
Western Company having a right of way over it.—
JTear.) Had their propositions, relative to the direc-
tion, been assented to, it was their resolve, no matter. at
what cost, not to allow another brick to be laid, or any
ether works of any description, until the question of the
a guilty of the sale to the Great Western Company had
)een settled.
The CHAIRMAN then put the resolution, which he de-
lared carried ; Mr. Stevens protesting.
Mr. MOZLEY then moved a resolution, recommending
he shareholders not to pay the last call that had been
'made, as the majority of the board of directors were
nuking a use of the funds of the company not warranted
~), their Act of incorporation. He said, that it was un-
paralleled that 150,0001. had been called for within so
.port a period, and scarcely a spade put in the ground.
ile also complained that the line was being made on the
;road gauge, in contravention of the Act of Parliament.
The CuarastaN was not aware that the line was being
'lade on the broad gauge.
Mr. MARRIOTT asked whether it was a fact that the
viaducts, bridges, &c., were being made for a broad
gauge line ?

The CHAIRMAN said, that the proper person to answer
-hat question was the engineer, and he was not present.
llear" and hisses.) The resolution was so clearly not
within the purposes of the requisition that he must de-
cline to put it.—(llisses.)
Mr. MOZLEY must then put it himsulf.
The CHAIRMAN must protest against such a pro-
!eedit,g.
Mr. MozLEY then put the resolution, which was
carried. The Hon. Proprietor then moved that the
fireetors be instructed not to apply the funds of the
•ompany in liquidation of the costs of the bill for finial-
sting with the Birmingham, Volverhampton, and
Dudley Company, and selling the line to the Great
Western Company, which was not submitted to the
I -hareholders of the company in compliance with the
,Landing orders, or for prosecuting petitions in Perlis
went against the wishes of the shareholders.
Mr. TURNER seconded the resolution.
The CHAIRMAN must decline to put that resolution;
'firstly, because it was not in accordance with the requisi-
ion; and, secondly, because the bill was sanctioned by
the shareholders at the meeting in December.
Mr. MOZLEY said, that had
ihge.)t
aehire
uameetingen d
then
he
e mo intended Decembereoved itl.t,to
.
been adjourned, as he wished it, to allow the bond fide
,hareholders to , xpress an opinion, the whole difficulty
would probably have been avoided. On the first oppor-
unity, in March, the directors were put in possession of
he opinions of the shareholders in opposition to the Bill.
;till they proceeded; but they did not lay the Bill before
he shareholders according to the standing orders of the
douse of Lords, as they were bound to do, the House of
Lords having declared that it was their Bill, although
the directors had attempted to passonhfoai
dtri it
oogbarhyi
right to
8 tianat aideona
dlalstanding
assume
assentedwminedt
orders,haes
notielcl .t o
approver Isf Ladt h ey
Great WessttN,he,eornudidßir
, .t
nod 'I i at rh
havinge eh oI d Bill,
e r
withdrawn it on their own autborigty, they
must abide the consequences.
The Chairman still refusing to put the resolution, it
was put and carried in the same way as previous resolu-
,ions, as were the next two resolutions, authorising the
payment of the expenses of the opposition to the pro-
ceedings of the dii ectors from the funds of the Company.
Mr. MOZLEY said, that the next resolution was in
tws"that a
ne w one be made. Anticipating Amnatdicei—Phiaoatflefiteriiidrilt
common seal of the Company had been withheld,.
the
:seuccmoerdd atnhcaet
twhiet with thhaeirmreaqnuiwsiotiuoldn ,
putan and
t.th therefore the e p
therree._
company, - *thee
the
hcar carryingand there it
s o 1 u toi,nolTn,cynijo,
July
el t
2yapdul
st
4t7h,e,,
mthoutson.,xwinnhgceiciwith s thet
h ei m
legitimatepornc
was (holding it up ) .
lie hadlnhaadec it matte of handsome size,
ksdaleanfaetdtlpel:, '3:aft: - - -Ct.
company,eh
after
e(
8 cibToie::gpsaEnhayehu .ed - 11name
isaetuehagle a
formers the
cai seal of the
u approvingßaNn dER cancelling
tseconded
w ith
CHAIRMAN declined putting the resolution,
some
very strong remarks on his
put a resolution decidedly in accordance.p.c.aosndeuarcrit
eind.refus-
iaensfoOgtT3meluitrihprotri.ea.
terms of the requisition,and
It was then resolved that the seal should remain in
the custody of Mr. Elias Motley,
being able to state when thehalt
-and the chairman not
yearly meeting would
take place, the meeting was
adjourned till the 27th inst.,
then to meet at Dee's Royal Hotel, Birmingham, at half-
past two o'clock. In the course of the proceedings it
was stated that Mr. Muntz had resigned the chairman-
ship and Mr. Matthews been elected in h.place. The
meeting is
meeting lasted nearly five hours.

BRIGHTON AND CONTINENTAL STEAM NAVIGATION
COMPANY.—A friend of ours embarked on board the
yesterday
Brighton, belonging to the abovecompany,
morning, at Blackwell,
at
a son quartertrg easterly wind, and
going close to the various
after a pleasant voyage
with
aorta, terminating at New -
outs
Y P
k Pend started for London, by
630 train, and arrived a,•sengers were landed at
in London at 8 15, performing
the voyage and journey ve
within 13i hours, a circumstance
hav
Brightonen ,
fore 8
ioxf twenty
Ine.
we may assert urprecy d(med.
CHARACTERISTIC ADECDOTE OF LORD BYRON.—
Ot 'o
Oh, that was in Rome," said Thorwaldsen, " when 1
about to make 13yron's statue. Be placed himself "'a
just' opposite to me, end began immediately to assume
quite another countenance to what was customary to
!airs.
,Will you not sit still?" saidl, " but you must not
~
make tbese faces." "It is my expression," said Byron-
., Indeed," said I, and then I mule him as I wished, and
everybody said, when it was finished, that I had it the
likeness. When Byron, however, saw it, •he said, "It
does not resemble me at all; I look- more unhappy."
" He was, above all things, so desirous of looking ex-
tremely unhappy." added Thorwaldsen, with comic ex-
PUE,4o4.—Andersot's Lite. _.
_,...p.,•4..) _,..1 asiD-4!""- - " 1, ..:,.., .