The Sun.
London, England, 1847-05-19 00:00:00

HOUSE OF COMMONS, May 18.

Tt'e SPEAKER took the Chair at Four o'clock.
BIRMINGHAM AND OXFORD JUNCTION
RAILWAY.

On the motion for taking into consideration the re-
port of the Committee on the Birmingham and Oxford
Junction Railway, and Birmingham, Wolverhampton,
and Dudley Railway Amalgamation Bill,
Sir F. TIIESIGER moved that the Bill be referred
back to the same Committee, with an inten-
tion to hear the petitions of Sir Henry
Verney and others, and the petitions of other
shareholders in the Birmingham and Oxford Railway,
against the said Bill. The Hon. and Learned Member
f the
entered at considerable length into the
taken
a.
The
ey
Birminghamt eshareholdersan(toe
proceedingsdiree'stho which
hof hadthesebeen
bl
in s .
n e
Oxford Railway, he said, was passed in the last
session of Parliament, and power was given in the Act
to sell or lease the line to the Great Western Company.
It appeared that the shareholders of the Birmingham
and Oxford line were dissatisfied with the price which
the Great Western Company gave them, nem, ly, 101.
a share, and a meeting was called, at which reso:u-
thins were pissed expressive of such opinions, and
requiring the directors to repudiate the agreement, and
a requisition was signed, calling upon them to convene
a meeting under the chases of the Dissolution Act. '
This, however, received no attention, and the allotted
number of days was allowed to pass over without
the meeting heir)," called. The shareholders, however.
then called it themselves, and the shares represented
were Ito fewer than thirty-five thousand ; the directors
were present also, but they on'y represented one
thousand shares. It was proposed at that meeting arid
carried unanimously, that the proprietors wholly disap-
proved of the amalgamation, anti the sale to the Great
Western Company ; and that they did not consider
themselves bound by the proceedings of the di-
rectors. A petition was then presented to the
House stating these facts, which was referred to
the Committee, who in their turn refused to entertain
it, considering that the petitioners had no locus standi.
It was stated also that there was a rule that share
holders should not be heard against their directors. There
was no such rule, and if there was, the sooner
it was abolished the better. Let him suppose a number
of persons in a canal company, and that a general meet-
ing resolved that they should turn it into a railway, by
a small majority, did they thistle the minority
ought to be bound by such a decision ? Would it
not be a very hard case that they should be so ?
Now, he should hardly have thought it necessary to cite
precedents from the Courts of Chancery on this point,
but ho could also quote from precedents of their own,
and he would, in the first place, instance the case of
Henry Smith v. the Exeter and Falmouth Railway,
in the year 1837. The petitioner objected that
his money should be expended on the con-
struction of a portion of the line for which he
had signed the subscription deed, and the Committee,
after due deliberation, decided that the petitioner having
signed the Parliamentary contract which empowered the
provisional committee to make any, or such portion of
the line as in their decision they might think fit, they
could not grant him redress. In 1842 Mr. Harlshurst
was heard on his petition against the Bolton and Preston
Railway, and there the decision was in his favour, be-
cause the provisional directors had extended the powers
with which they were in the first place invested.
Thus the House would see that the same prin-
ciple was affirmed by two very opposite dee'siens.
In 1844, in the cases of the Northern and Eastern
Railway, and the Glasgow and Garnltirk Railway Com
panies, petitioners, being shareholders in the two com-
panies, appeared before Committees, anti were allowed
to be heard. He confessed that this appeared to
him to be an a fortiori case, because it was
not the case of individual shareholders, but the
case anei petition of the who!e company. It was
the unanimous petition of almost the whole body of
shareholders, holding upwards of 35,000 shares. Would
the House for one moment permit him to call attention
to the mode in which the parties who were promoting
this Bill were compelled to proceed under the ex-
traordinary circumstances in which they were placed.
Allow him to call the attention of the House to a
recital contained in the preamble of this Bill. Of course
it, was the duty of the parties prorroting the Bill to
prove the whole of the preamble. Now the preamble
stated that the Birmingham and Oxford Junction, and
the Birmingham, Dudley, and Wolverhampton Railway
Companies were desirous of being united into one company
for the purpose of jointly executing the two lines
aforesaid. It was a most material element in proving
the preamble to the Biil that it should be shown that
the Birmingham and Oxford Junction Company were
desirous of forming the amalgamation fur the purpose
of being afterwards sold and transferred to the Great
Western Company ; but whet was the course
pursued by the counsel promoting the Bill ?
Why, he called Mr. Phillip Henry Munta, the
chairman of the Birmingham and Oxford Junction
Company, to prove that it would be highly advantageous
to unite the two lines; but he never asked him
whether the Birmingham and Oxford Junction
Company were desirous of uniting the two
companies, or he must have answered that
question in the negative. And yet, in the
face of all this, without calling any further evidence, the
Committee passed the Bill as an unopposed measu-e.
Now he did trust that he had brought a case before the
I ouse which demanded its serious attention. He had
stated the facts as clearly and distinctly as he possibly
eoubl, and in his opinion they were more than sufficient
to justify the House sending this Bill back to be re-
committed. Perhaps, before he concluded his observa-
tions, the House would permit him to advert just for one
moment to certain proceedings that had taken place,
both in law arid equity, in connexion with this matter.
The Hon. and Learnt d Gentleman then related the pro-
ceedings which have been instituted is law and equity
by the shareholders of the Birmingham and Oxford
Junction Company ; and concluded by moving that the
Bill he recommitted, with instructions to the Committee
to hear the opposing petitioners.
Mr. GOITLBURN would not enter into the legal
merits of the question, but as Chairman of the COM -
plittee on this Bill he would simply state the course
which the Committee had taken in the matter.
Their duty was to consider how far the provisions of
that Bill were consistent with public justice, and how
far its provisions could be carried into effect. The ques
tion upon this particular Bill was, whether the share-
holders were at liberty to impungn the Acts of the ge-
neral corporation, or Acts which affected their interests.
lie was far from admitting such a preamble, and the
result of a contrary doctrine must appear to be per-
fectly inconsistent with the conduct of a railway Bill
through Parliament. It might, in such a case,
be in the power of the minority to come
before that House, and delay and obstruct the progress
of the Bill by their petitions. His Right Hon. Friend
informed him that rule must not be taken as a general
one, but he thought that the general rule ought not to
be taken in the other direction, and that the COM-
rnitt',T should be at liberty to entertain the peti-
tions and complaints of the shareholders. It was
upon this ground that the petitioners against this par-
ticular
Bill were not allowed to proceed with their oppo-
sition by the Committee. Whatever might be the
existing law applicable to the case before the Committee,
An Act of the previous year gave the Birmingham and
Oxford Company powers to lease and sell themselves to
the Great Western Company. The Great Western
Company had no concurrent right in the provision,
for the power was to be entirely in the
hands of the Birmingham and Oxford Company,
to exerc:se the provisions of the Act of Parliament.
An agreement had been entered into by the directors of
the coin pany, under the au t hority of the shareholders, but
the shareholders state that they were precluded from ex-
pressing their opinion at the time that the reslutions had
been passed, and, therefore, that those resolutions were
passed in defiance of the stishes of the shareholders.
Now how stood the fact upon the very statement of
the si-led c:rttilihcates.
gentlemen themselves ? They told the House that
these
they were precluded from voting, not having received
Itoldere where
th •
petrr:itAtert,) voce under But if Honourable Gentlemen
woule lotee
unwel7rl certain share-
lle aornes-.
thoug t that this
discussed, after the questiondought never to have been
lest se. decision Pailiacisi" of the Committee. In the
metrnt there was a decision in a
Committee, of which
man, .on the merits of which
e atllr. Hope was heard on
he openly stated that thepo in which
companies were the same.— (Loudmoerrits
of the two
vide.") It had there been decided thicast of"
Divide, di-
had no locus standi before the Committee,the petitioners
and the parts
were made accordingly to the House. lie believedre- orts
that decision was premature, contrary to public pethieavt
and unworthy of the consideration of the Committee, and
that the amalgamation should take place in opposition to
the
'votes of a majority of the shareholders. He thought,
therefore, that the House ought to abide by the decision
of the couimittee.—(-Lvtgl cries of "Divide, diride,")

Mr. EDWARD BULLER said, that having been
Chairman of the Committee to which reference had been
made, he trusted that the House would hear him, as
ho believed the decision had been quite correct.
would
they
(wldh agreed
avebee to
nalinosah
almost impossible
opponentshptosesiibrle
toproceedssted
with, any
Bill. Having said these few words respecting the
peculiar circumstances which it was stated made
the present case an exception to the general rule,
it was his opinion no body of shareholders ever
had a; worse case to come before Parliament. What
were the real facts of the case ? An arrangement had
been proposed for an amalgamation with the Great
Western Railway Company. Powers were required to
enable the directors to lease or sell the line to that com-
Wpany, and also to unite with the Oxford, Dedley, and
Wolverhampton Railway. In pursuance of this, a meet-
ing was called, which took place on the 30th October.
At this meeting one gentleman, and one alone, ob-
jected to the proposition submitted, though he made
no amendment, and the resolution for an amalga-
mation was unanimously carried, giving directions to
the directors of the company forthwith to enter into
negotiations with the Great Western on the subject.
An agreement with that company was the result, and a
meeting was announced for the 4th of December to ratify
that agreement. In the meantime an offer had been
made by the London and North-Western Company
to the effect that where the Great Western Railway
Company only proposed to give 10/ , the London and
North Western offered 151. The directors, however,
felt as men of honour, that their agreement was binding,
and they determined to give it effect. This led to the
proceedings in the railway market, which led to the
transference of the shares into the hands of parties
favourable to the London and North-Western Company.
The parties purchased shares which were subject to all
the liabilities and contingencies to which the shares in
other lines were liable. He should, therefore, feel it
his duty to:oppose the motion.—(Loud cries of " Divide,"
" Order," and great uproar.)
Mr. BERNAL rose amidst great demonstrations of
impatience on the part of the House. He said it was
not his intention to travel through the facts of the case
—(Cheers, and cries of "Divide.") He repeated it.
No doubt those Gentlemen who had been canvassed, and
who were prejudiced one way or the other, were
enxious for no delay—(Cheers and groans)—but in the
face of them he would say, that on former occasions he
had objected to that tribunal deciding upon railways ;
and he asked the House if his views had not been
confirmed ?—(llear, hear.) The fact of Honourable
Gentlemen who knew nothing of the case coming
down to vote on this subject, was an evidence of this.—
(Cheers and counter cheers.) He asked the Right Hon.
Gentleman in the chair, who was the representative of
the honour of that House, if he considered that
branch of the Legislature a fit tribunal to decide upon
railway Bills ?—(Hear, hear.) The Committee, of which
the lion. Gentleman the Member for Cambridge (Mr.
Goulburn) was the chairman decided in a particular
way, and lion. Members came down without any par-
ticular allegation against the decision of the Committee,
to ask the House to destroy that opinion. It
this were done would that tribunal be respected
either by themselves or by the country at large ?
They were about to set aside the decision of a Com-
mittee up stairs, though that decision had beee:errived at
after a careful examination of all the facts in the
case. This, if it were nothing more, would be suf-
cient to determine him to vote against the motion.
of his Hon. and Learned Friend. And what was that
motion? It was to refer the question back again to
another Committee; but although such was the wording
of the motion it did not fellow that such was the
intention of the Honourable and Learned Gentleman.
This was not the lion. and Learned Member's first
attempt to thwart this measure, for he had on
a previous occasion moved that the Bill be read that
day six months. He thought that this was
a most improper tribunal to decide the matter.
and he called upon the Right Hon. Baronet opposite to
support the decision of the Committee. That decision
should only be set aside where corruption or improper
conduct could be proved against the judges, and where
such could not he adduced they were bound by every
principle of justice to uphold their authority.
Lord ROBERT GROSVENOR said, that if the
House would hear him, he had something to propose
which he thought was worthy of its attention. His pro-
position was, that all those Members who had a pece
niary interest in either the Great Western or the London
and North-Western should leave the question to be
decided by those Members who had no such interest.—
(Cheers ard laughter.)
After a few words from Mr. R. D. MANGLES and
Captain HAYTER, who declared their intention to vote
according to the dictates of their own consciences,

Mr. MUNTZ complained that his name had fre-
quently been taken in vain, for, the real truth was, he
did not hold a share in any railway. The town, how-
ever, which he represented was particularly anxious that
this railway should pass as a competing line to the London
and North-Western, and he should therefore oppose
the amendment of the lion. and Learned Gentleman
opposite.
Mr. STBUTT said no case had been made out to in-
duce him to oppose the unanimous opinion of the Com-
mittee on this Bill.

The House then divided when there appeared—
For the amendment
Against it
Majority for the Bill —ls2
The report was then agreed to.
REPORTS.

The following reports were likewise agreed to :
Birkenhead Commissioners Dock Ac's Amendment (as to Con-
struction of Sea Wall along Wallasey Pool).
Birmingham and Oxford Junction, and Birmingham, Wolver-
hampton, and Dudley Railways Amalgamation.
Caledonian and Dumbartonshire Junction Railway (Deviations
between Duntocher Lime Works and Bowling, &c.)
Caledonian and Glasgow, Paisley, and Greenock Railways
Amalgamation.
Caledonian Rail way( Purchtse of Lease of Wishaw andColtness.)
Dublin, Dundrum, and Rathfarnhain Railway (Extension to
Stephen's Green).
Dublin and Drogheda Railway (Branch from Navan to Kens).
General Terminus and Glasgow Harbour Railway Branches.
Glasgow, Barrhead, and Neilston Direct, and Glasgow South-
ern Terminal Railways Amalgamation.
Gloucester and Dean Forest Railway ( Construction of Docks)
Great Northern Railway (Hertford, Hatfield, and St. Alban's
Branch).
Great Western Railway (Branch to join the West London
Railway, Widening and Enlarging of West London Railway,
and Branches to Hammersmith, and to join the London and
South-Western Railway near Lambeth).
Llynvi Valley Railway Extension.
Lynn and Ely Railway Deviation and Lynn Docks.
Midland Great Western Ilailway of Ireland (Extension from

Athlone to Galway).
Midland Great Western Railway of Ireland (Newcastle, An
niskinnan, and Baltrasna Deviations).
Newry and Enniskillen Railway.
Norfolk Railway (from Thetford to the Lowestoft Railway
near Reedham, with a Branch to llalesworth).
South Staffordshire Railway (Cannock, Wyrley, and Nortcn
Branches, &c.)
Swansea Valley Railway.
Waterford, Wexford, Wicklow, and Dublin Railway (No. I).
Westminster Improvements.
Windsor, Staines, and South-Western Railway (Richmond to
Windsor. &c.)
Windsor, Staines, and South-Western Railway (Staines to
Ascot and Wukingham, with branches).
THIRD READINGS.
The following Bill; were read a third time and passed:—
Edinburgh Markets and Customs.
Leith Harbour and Docks Dues.
THE CALEDONIAN RAILWAY.
Mr. HOPE' JOHNSTONE moved that the Caledonian
Railway (purchase or lease of Wishaw and Coltness Railway )
shoull be re-committed to the committee on Group 49, of Rail-
way Bills. The Hon. Member did riot anticipate any great
objection on the part of the Chairman of the Committee, and
there were circumstances in the calm which would amply justify
the re-commi!tal of the Bill.

Mr. CHIN'S would be exceedingly so►ry to offer any
serious opposition to the motion of his Hon. Friend, but he
yet thought that great care ought to be taken in contravening
the decision of the Committee, for he was quite sure that they
would be very careful before they sanctioned the insertion of
any clause that would be injurious to the interests of the several
parties. The clause as it at present stands would throw a
great burthen upon the company, and he trusted, therefore,
that when the Bill came before the House again on Thursday,
that it would be so modified as to suit their interests, and he
should only say, that when it so came before them, that he
should feel it his duty to secure the interests of the share-
holders.

The motion was then withdrawn, and the Bill wag read a
second time.

Mr. CRIPPS said he should certainly recur to the subject in
the third reading of the Bill.
NOTICES OF MOTIONS.

Mr. HUME begged to postpone the motion of which he had
given notice for to-morrow till this day fortnight.
PARLIAMENTARY VOTERS BILL.
Lord JOHN RUSSELL postponed his motion on this sub-
ject till Friday next.
WASTE LANDS IN IRELAND.
Mr. P. SCROPE postponed his motion on this subject till
after the holidays.
ADJOURNMENT OF THE HOUSE—THE DERBY