The Sun.
London, England, 1846-09-28 00:00:00

Or TTIE

IMPOR TA

T

ETIN

'21.W7 VALE It

C P V.

REJECTION OF DEE AGia.:EMENT li' ::11E
BRISTOL AN!) EXE CE:?, I'lll
A special ganeral m,-, g- of the r•-.;i,t,-r.td pr,
prietors Of this comhny took place on Satura.y, at thf,
London Tavern, fora the purpose t'l mnsiderin4 tiiv pro-
priety of afiopting or rejecting a provisional agree,
ment, bearing date the sth of the present month,
for the sale of the railway, docks, and I% orks to the
Bristol and Exeter Railway Company. The meet.ng
was attended by a large and infl.iential number of the
proprietors.
Emanuel Cooper, Eq., reek the chair shortly after
)ne o'clock.
The SECRETARY having read the advertisement calling
the meeting,
The CHAIRMAN observed that their first business way
to lay before ;;he shareholders the report of the directors
The SECRETARY then read the following report
" Your directors have much pleasure in b jug able to
report to the shareholders that the Bill for the Exten-
sion of the Taw Vale Railway from Barnstaple to Credi-
tor' passed both Houses of Parliament, and received the
royal assent on the 7th August last,.
" The Bill had to compete with the Bideford and Ta-
vistock and the North Devon Companies, both of whom
failed in passing the Committees of the House of Com-
mons on standing orders.
" The North Devon scheme was brought forward by
the Great West, rn, the Bristol and Exeter, and South
Devon Railway Companies.
The Bill was strongly opposed by the North Devon
Company both previously and subsequently to their
failure in the House of Commons, and the influence of
its supporters was used against it by petitions, witnesses,
and otherwise, after the Bill had succeeded in passing
both Houses on standing orders. Overtures were made
to your directors by the Parliamentary Committee of the
Bristol and Exeter Company to enter into a provisional
agreement, subject to the passing of the Act, for leasing
or selling the line to them, or for an amalgamation of the
two companies.
" These negotiations were broken off, because the
Bristol and Exeter directors declined to use their influ-
ence to have the opposition to the Taw Vale Bill discon-
tinued.

" Some weeks afterwards the negotiations were re-
sumed, when the Bristol and Exeter directors agreed to
use their influence to have the opposition to this Bill
withdrawn, and their negotiation terminated in a memo-
randum, dated 26th May last, which will be laid before
you subsequent to this memorandum. Your directors
regretted to find that the opposition to this Bill was con-
tinued with much vigour, and that, with some exceptions,
they could not calculate upon the cordial support of the
Bristol and Exeter directors, for although the agreement
was adopted by the Bristol and Exeter board, some of
their most influential members were so wedded to the North
Devon scheme that they, as members of that Committee,
voted for the opposition being continued against the
Taw Vale Bill; and other members of the North Devon
Committee, viewing the conduct of the Bristol and
Exeter directors, in privately arranging with a line which
competed with their own, and which, if successful, they
calculated would prevent their scheme from being car-
ried into effect in a future session of Parliament, as a
breach of faith, were much exasperated, and, conse-
quently, the future opposition was conducted with in-
creased energy and much asperity ; the effect, there-
fore, of the arrangement with the Bristol and Exeter
Company upon our Parliamentary progress, was, on the
whole, otherwise than favourable ; but your committee
are happy to inform you that, after a protracted opposi-
tion in the Commons Committee on Merits, the Com-
mittee were unanimously of opinion that the preamble of
our 13111 was proved. Lord Morpeth, in giving this
opinion, used the following terms:—' The Committee
have come to the decision that the preamble of the Bill
has been proved with reference to its own merits as a
local, independent line.'
"After the Bill had passed the House of Commons,
your directors considered it expedient to call public
meetings at several places on the line of the railway,
which were largely attended by the country gentry,
landowners and inhabitants of the districts, and they are
happy to state that resolutions, expressive of a warm in-
terest in the Bill, were unanimously adopted, and peti-
tions to the House of Lords were numerously signed in
its favour.
" There were four petitions against the Bill in the
House of Lords which your directors succeeded in ar-
ranging, and the Bill, therefore, passed through the
House of Lords without opposition.
" Your directors have proceeded to embody, in a more
extended form, the proposed arrangements with the
Bristol and Exeter Company, the draft of which, dated
the sth instant, signed by some of the Bristol and Exe-
ter directors, and by two members of your Board, will
be laid before you, and, in terms of the advertisement,
submitted for your adoption or rejection.
"Your directors regret that the terms of this draft
agreement, although they are the best they could obtain
after protracted discussions, do not, in their opinion,
carry out either the letter or spirit of the agreement
entered into in May ; the differences are set out in cer-
tain resolutions transmitted to the Bristol and Exeter
Board, which, with the resolution of that Board, will be
laid before you.
" Your directors, notwithstanding these important
differences in opinion between the Bristol and Exeter
directors and themselves, did not feel justified in breaking
off the negotiation. The whole fact will be laid before
the shareholders, that their decision may be taken
thereon.
" Your directors have ordered the needful surveys,
preparatory to contract of the line from Barnstaple to
Crediton, to be proceeded with. They have also directed
the resurvey of the Bideford branch, which was lost on
standing orders last year, and the survey of a connecting
line of about six miles to South Molten, which was in•
eluded in the Parliamentary contract, but fur want of
time not finished with last session.
" Your directors have much satisfaction in stating
that the works between Fremington and Barnstaple are
satisfactorily progressing, and that the information they
continue to receive confirms them in the opinion that
the railway and docks will not only be beneficial to the
country but profitable to the shareholders."
The reading of the report was frequently interrupted
by the cheering of the proprietors.
The CHAIRMAN said the report st&ed the opinion of
the directors, and rendered it unnecessary for him to
say a word with respect to it, further than put it for the
adoption of the meeting ; after which they would pro-
ceed to the more immediate business of the day, namely,
the consideration of the Bristol and Exeter agreement.
Mr. JOHN BROWN, the Deputy-Chairman of the Bristol
and Exeter Company, wished to ask one or two questions
of the chairman before the report was adopted, because,
unless he did so, the report might cause an unfair im-
pression to go abroad with respect to the Bristol and
Exeter Directors, which he was sure was not the wish of
the Taw Vale directors. He wished to know whether
the Bristol and Exeter directors, after they had entered
into the arrangement with the Taw Vale Company, had
not carried out those arrangements with good faith, and
whether they had not assisted the Taw Vale Company,
as much as they could at their interview with Earl
Fortescue, to induce hen to withdraw his opposition to
their Bill in Parliament.
The CHAIRMAN said that alth. ugh the directors of
the Taw Vale Company had the greatest confidence in
Mr. Brown, the Deputy• Chairman of the Bristol and
Exeter Company, they could not shut their eyes to the
course that had been pursued by that company towards
the Taw Vale Company. That company had actually
subscribed, or was to subscribe, a large sum to the
North Devon Company • and at a meeting of that com-
pany, resolutions had been come to to oppose the Taw
Vale Company in Parliament.--(llear, hear.) The di-
rectors of the Taw Vale Company had certainly caleu•
lated, that on entering into the agreement with the
Bristol and Exeter Company, they would have received
their active exertions to remove that opposition; but such
had not been the case.—(Hear, hear.) With regard tp
the proceedings before Lord Fortescue, the directors of
the Taw Vale Company had waited upon his Lordship,
he being the onlyeepponent of their line, and, after a long
interview, and on its being stated to him that the Taw
Vale Company were about to enter into an agreement
with the Bristol and Exeter Company, and that the pro-
bability was that the North Devon line would not be
proceeded with, his Lordship stated, that if he was
satisfied upon that point, he would withdraw his opposi-
tion. It was stated at that meeting that the signature of
the Chairman of the Bristol and Exeter Company could
be obtained to that effect ; but, upon application being
made to the Bristol and Exeter Company, much hesita-
tion was displayed to assist the Taw Vale Company.—
(Hear, hear.) Other interviews took place with Lord
Fortescue, and upon its being pressed on some of the di-
rectors of the Bristol and Exeter Company, that they
ought to do ail in their power to remove all opposition to
the Taw Vale Railway Company, and that if they did
not do so it would be a breach of good faith, Mr. Brown
stated that he would do nothing to compromise his
board ; Mr. Rawson, who was there, observing that that
was not his way of doing business, and that he did not
like it.
Mr. BROWN said that he felt at the time great hesita-
tion as to giving; any pledge on the part of his board,
and he felt the same hesitation then ; but there was no
hesitation shown on the part of the Bristol and Exeter
Company to do all in their power to enable Lord For-
fescue to withdraw his opposition.
Mr. WATSON observed that all communications on the
part of the Bristol and Exeter Company had been con-
ducted in good faith. The Taw Vale proprietors had
been told that nothing would be done with them till
some decided opinion had been come to with respect to
the North Devon.
Mr. THORNE thought it was apparent from all that
had taken place, that the Bristol arid Exeter Company
had determined upon opposing the Taw Vale Bill, after
they had entered into an agreement with that Company.
—(Hear, hear.) The great object the Taw Vale Com-
pany had in view, in entering into an agreement with
the Bristol and Exeter Company, was that all opposition
to their Bill should be withdrawn ; and he would put it
to the meeting.whether the conduct of the Bristol and
Exeter had not been decidedly the contrary to that
which might have been expected.—(Hear, bear.) Upon
the interview with Lord Furtescue, he (Mr. Thorne) did
all he could to draw from Mr. Brown an answer to the
question. whether the directors of the Bristol and Exeter
line intended to subscribe to the North Devon, and he
could not get a direct answer from him—(llaar, hear.)
He thought the Bristol and Exeter directors were very
much in error, and totally forgetful ot that they had
done, in stating that they had kept good faith with the
Taw Vale directors.--(Hear, hear.)
Mr. Fax said that it was quite clear, when the ar-
rangement was entered into with the Taw Vale di-
rectors, the Bristol and Exeter directors could not
answer for the withdrawal of the North Devon Line ; all
they could do was to answer for the withdrawal of the
opposition of the Taw Vale Company. The directors of
he Bristol anti Exeter board had
done all they could

for Ole Tare V. rerneeny, and he unhesitatingly as- l and taken as nayahle to them. And further, that in the
ea.l eaeurree neon which their COll. " event o' the said fixed annul retynaent secured to the
sail Bristi and Exeter Railway Company beiiie
,sir. flee ,Hielor of the Taw Vale Coca- ereven e'er cent., twelve per c,:nt., and so on
pact, eetee ei keens ee„a Mr. Fripp-, whether, after i progressively. tl:e dividend pee:tele to the proprietors of
the eetli of s- lose w' -.igned the ageei-ment with i the said 'Paw Vele Railway and f)eck Company shall be
the tao Vaie -Comp ee del net vote on the North six per cent , seven er coat., and se on progressively ;
Devon scheme fogy :- st the Taw Vale Company ? •teeh rates of dividend s;eciively shall be secured
(Great cheeri.ne.) to them accordingly by the company ;n whom the said
Mr. FRIPP (wit's some warmth) said that that was Bristol and Exeter Railway. with its bre.nolees and ex-
nen her the time nor place to answer such a question tensions anwesaid, shall become vested. But if the
Mr. WILKINSON would leave it to the meeting to Bristol and Exeter Company amalgamate with any
form its own inference upon the subject.—(Hear, hear.) company not paying ten per cent., and the consideration
The CHAIRmAN thin put the qeestien, that the rep r t agreed to he arc: pled and taken by the said Bristol and
~f the directors be ri ceived and adopted ; and, the Exeter Railway Company, for disposing of their said
motien having been si-conded, he declared it to be railway with its branches and extensions aforesaid, shall
carried unanimously. He then called upon the secretary be stock in the company contraetiug to t.ke the same.
to reed the f illowine agreements : then the proprietors of the said Taw Vale Runway and
e BRISTOL AND EXETER RAILWAY COMPANY, Dock Company shall have, and be entitled to, a fixed
AND TAW VALE RAILWAY AND DOCK rent of per cent., until the company with which the
COMPANY. Bristol and Exeter Rdlway Company becomes atnalga-
" COPY AGREEMENT BEFORE THE TAW VALE RAILWAY mated pay a dividend of ten per cent., and then the Taw
EXTENSION ACT WAS PASSED. Vale proprietors shall be entitled to a dividend of five
"Le-rdor!, 26th May, 1846. per cent., and shall also nave and be entitled to share in
" Memorandum for a provisional agreement between all new stock created by the company with which the
the Parliamentary Committee of the Bristol and Exeter Bristol and Exeter Railway becomes so amalgamated,
Railway Board of Directors arid she Directors of the after such ten per cent. dividend shall have been attained
proposed Paw Vale Railway anti Dock, and Taw Vale in the proportion which the Taw Vale stock, or the t 3
Railway Extension Company,contineent upon the passing stock to be issued as aforesaid, shall bear to the whole
of an Act in the present session of Parliament authoris- stock of the company with which such amalgamation as
ing the construction thereof. aforesaid may take place.
" The works to be constructed to the satisfaction of the " 12th. That for all moneys paid by the said Bristol
engineer of the Bristol and Exeter Railway Company. and Exeter Railway Company, under this agreement,
" The line and works to be taken to when complete by until they are in possession of the said railways, dock,
the Bristol and Exeter Railway Company, with all rights and works, they shall have a lien thereon and a right
and privileges conferred by the Acts of Parliament or thereto.
otherwise upon the Taw Vale Company. " 13th. That, during the construction of the said rail-
" Interest to be allowed on the deposits and calls of ways, dock, and works, the number of the directors of
the Taw Vale Company at four per cent. per annum the said companies shall be increased to eleven, under
from the time of payment until six months after the the powers of the thirty-sixth section of the said Taw
opening of the line for public traffic, such interest to be Vale Extension Railway Act, passed this session, and
charged to capital, after •which a dividend to be paid that the following be six of such directors. viz., James
half-yearly by the Bristol and Exeter Company of four Gibbs, John Browne, Patrick Miller, William Watson,'
per cent. subject to an increase in the following rates. Charles Bowles Fripp, and William Rawson, together
" Onpaid-up capital-4i- per cent. when the Bristol and with five other qualified proprietors to be notninnt,d
Exeter proprietors receive 9 per cent and appointed by the Taw Vale Railway and Dock
5 per cent. when 10 per cent. Company.
6 ditto when 11 " " 14th. That in the event of the death or resignation
7 ditto when 12 " of either of them, the said James Gibbs, John Browne,
and so forth. Patrick Miller, William Watson, Charles Bowles Fripp,
" During the construction of the works, the board of or William Rawson, before the said railways, dock, and
directors to consist of eleven members, of whom six shall works are completed and opened for general use and
be appointed by the Bristol and Exeter Company, and traffic, the vacancy shall be supplied by such other
the remaining five by the said Taw Vale Railway and qualified proprietor as shall be nominated for that pur-
Dock and the Taw Vale Railway Extension Company. pose by the said Bristol and Exeter Railway Company,
JAMES GIBBS, Chairman. EMAN. COOPER, Deputy and be proposed by either of the others of the said
JNO. BROWN, Chairman of the Taw James Gibbs, John Browne, Patrick Miller, William
War. WATSON, Vale Extension Railway Watson, Charles Bowles Fripp, and William Rawson,
CHAS. B. FRIPP, Company. and so from time to time with regard to the death or
Wet. Rawsore, GEORGE HARRIS, resignation of the director or directors introduced or
J. B. BADHAM, Secretary. JOHN WHEELTON, added under this article.
JOHN SHARLAND, " 15th. That in the event of the death or resignation
War. CORY, of either of the five directors nominated and appointed
J. G. FRITH, by the Taw Vale Railway and Dock Company under
GEO. HENRY HARRIS, the thirteenth article before the said railways, dock, and
Secretary. works are completed and opened for general use and
" COPY AGREEMENT. traffic, the vacancy shall be supplied by such other qualie
" After the Taw Vale Railway Extension Act was fled proprietor as shall be nominated for that purpose
passed, and made when the directors of that company by such five directors as aforesaid or a majority of them,
met the directors of the Bristol and Exeter Company, and so from time to time with regard to the death or re-
4th and sth September, 1846, to carry the minutes of signation of the director or directors introduced or
26th May into effect. added under this article.
"An Agreement between the Taw Vale Railway and " 16th. That sucledeed and Act of Parliament as are
Dock Company of the one part, and the Bristol and necessary to earry tfie above agreements into full and
Railway Company of the other part. fair effect shall be settled on behalf of the said Taw Vale
" Whereas an Act was passed in the first year of the Railway and Dock Company by Mr. Josiah Wilkinson,
reign of her present Majesty Queen Victoria, intituled and on behalf of the said Bristol and Exeter Railway
An Act for making a Railway from Penhill in the Company by Mr. Charles Savery of Bristol; and in case
Parish of Fremington, in the County of Devon, to the they differ thereon then the same shall be settled between
Town of Barnstaple, and for constructing a Dock in the the parties by Mr. Robert John Hall who is finally to
said parish of Fremington, to be called the Taw Vale decide thereon in all respects.
Railway and Dock. " Witness our hands this fifth day of September, one
" And whereas another Act was passed in the last thousand eight hundred and forty-six.
session of Parliament, intituled An Act to amend the "On behalf of the Taw "Oa behalf of the Bristol
Act relating to the Taw Vale Railway and Dock.' Vale Railway and Dock and Exeter Railway
" And wereas the several works by the said first Company. Company.
mentioned Act authorised are in course of construction. EMAN. COOPER, JNO. BROW NE,
" And whereas another Act has been passed in the GEORGE HARRIS, . WM. WATSON,
present session of Parliament, intituled An Act for GEo. HENRY HARRIS, WM. RawsoN,
amending the Acts relating to the Taw Vale Railway Secretary. CHAS. BOWLES FRIPP,
and Dock, and for making an Extension therefrom to J. B. BADHAM, Secretary.
the Exeter and Crediton Railway in the county of The SECRETARY then read certain revolutions of the
Devon.' directors of the Bristol and Exeter Company of the
" And whereas the directors acting under the autho- 9th of September, at variance with these agreements;
rity of the said Acts have entered into a treaty with the a letter of the 18th of September from Mr. Badham, the
directors of the Bristol and Exeter Railway Company secretary of the Bristol and Exeter Company, with
for the sale of the railway dock and works authorised to reference to them : and also the following resolutions
be constructed by the said Acts, which were come to on the 22d of September by the
" Now therefore the undersigned on the part of their directors of the Taw Vale Company:—
respective boards, to negotiate and conclude an agree- " Resolved, That the draft agreement of the sth inst.
meant in this behalf, subject only to confirmation by the is not in accordance with the letter and spirit of the pro-
proprietors of each company, have this day met and visional agreement entered into by the Parliamentary
mutually agreed as follows: Committee of the Bristol and Exeter Company and the
" Ist. That the directors of the Taw Vale Railway directors of this company in May last.
and Dock Company shall, with all convenient dispatch, " Because, Ist. The B stock of the Bristol and Exeter
construct and finish the railways, dock, and works Company, proposed to be issued by this company, is
authorised by the said Acts, so as that the same shall deprived of its rights of participating in its proportion of
be finished and ready for general traffic on or before the all new creations of stock; this right being restricted
first day of May one thousand eight hundred and forty- until the Bristol and Exeter proprietors receive a divi-
nine. dend of ten per cent., although no such restriction was
" 2nd. That the said railways, dock, and works with mentioned when the agreement in May was entered into
all requisite stations, offices, warehouses, goods and or contemplated by the directors of this company.
passenger sheds, engine-houses, and other buildings, " 2d. Because the introduction of new branches into
fences, roads, spare lines, turntables, water reservoirs, the draft agreement of the sth inst., the stock of which is
cranes, weighing machines, and appurtenances shall be to receive a dividend greater than the dividend to be paid
' constructed and finished in all things to the satisfaction to this company is an infraction of the agreement, inns-
of the engineer for the time being of the Bristol and much as the agreement of May was entered into with
Exeter Railway Company. and upon the statistics of the main line only, and inas
"3rd. That if the said Bristol and Exeter Railway much as the introduction of these new branches into the
Company decide that a continuous double line of rails be agreement will materially lessen the dividend which the
laid down for the opening of the line for general traffic, proprietors of this company are entitled to.
instead of waiting for the decision of the B ,ard of Trade, " 3rd. Because the representations and statistics of the
referred to in the fifth section of the Taw Vale Extension Parliamentary Committee of the Bristol and Exeter
Act passed this session as aforesaid, then such continuous Company, submitted in:May to the directors of the coin-
double line of rails shall be laid down accordingly. pang, showed that the minimum dividend, which would
"4th. That when the said railways, dock, and works be paid to the proprietors of this company, would be
with the requisite stations, erections, buildings, coave- 41 per cent., with a probable early advance to 5,6, or
!deuces and appurtenances are completed to the satisfac- more, per cent, independent of the advantage of the par-
Lion of the engineer of the Bristol and Exeter Railway Ccipation in new stock; whereas the draft agreement of
Company, they shall take possession thereof, and be liable the sth instant, presents little prospect of more than
for all future repair, save and except that during three 4or 41 per cent. at any period, and limits the dividend
years from the time of the opening the said railways, to 5 per cent., with great uncertainty of any participa-
dock, and works, or any part thereof, for general traffic lion in new stock.
and use, all re-construction and repair arising from slips "4th. Because the dividend which in the provisional
or subsidence of earth or from detective construction of agreement of May was to rise proportionably with the
the said railways, dock, and works, and the procuring dividend paid by the Bristol and Exeter Company to the
and laying all additional materials and ballast, shall be proprietors of their stock to 6,7, 8, or more per cent., is
done and performed by the said Taw Vale Railway and in the draft agreement of the sth instant limited to 5 per
Dock Company, or by the Bristol and Exeter Railway cent., the proposed equivalent for this reduction, being
Company, as part of the capital account for constructing in fact only part of a right, the whole of which the pro-
the works of the said Taw Vale Railway and Dock prietors of this company are justly entitled to.
Company.
" sth. Because the issue of the B stock is, under the
"sth. That the Bristol and Exeter Railway Company draft agreement of the sth instant, delayed till six
shall provide all requisite plant of every description ne- months after the opening of the line, which delay was
cessary to conduct and work the said railways and dock not mentioned in May, and will be highly injurious to
at their own charges in all things. the proprietors of Tuw Vale stock, inasmuch as they are
"6th. That the said railways, dock and works, with during this period deprived of all the rights and psi-
all tolls, rights and privileges, shall be, on the cemple. vileges which under the amalgamation they are enti-
tion of the works as aforesaid, conveyed or transferred to tied to.
the said Bristol and Exeter Railway Company as their "6. Because, instead ofappointing a board of directors
own property, absolutely and for ever ; and that the said of the united companies, which board was by the agree-
Bristol and Exeter Railway Company, and the said Paw merit of May to be reeulated as to the respective num-
Vale Railway and Dods Company, shall unite in making here appointed by each company as such hoards are
the n.:ceesary application to Parliament for an Act usually constituted, and the powers of which were to be
during the next session to carry this agreement into limited to superintending the construction of the works,
effect. the draft agreement of the sth instant displaced five
"7th. That the said Bristol and Exeter Railway Corn- members of the Taw Vale board, and gives to
pang shad undertake the ditties and responsibilities im • the Bristol and Exeter board the appointment
posed upon the said Taw Vale Railway and Deck of a majority of the Taw Vale board, the effect of which
Company, under the aforesaid Acts of Parliament, from will be to place in the hands of the Bristol and Exeter
the time of the said railways, dock, and works, being board, the sole and uncontrolled power of dictating the
open for general use and traffic, except as to the repairs terms of the deed proposed to be entered into, and the
during three years from that time, as provided for by the terms of the Act to be applied ...for; then, although nonai-
fourth article.
nally, these important matters involving diverse in-
" Bth. That during the construction of the works the terests of the two companies, are to be arranged by the
said Taw Vale Beltway and Dock Company shall pay Bristol and Exeter and Taw Vale boards. The Bristol
their proprietors interest at the rate of four per cant. and Exeter directors will have the whole power, and the
per annum on the payments made and to be made by interest of the Taw Vale proprietors will be at their ab-
them from the respective times of payment thereof, in- solute anti uncontrolled disp Jsal.
eluding interest at the ra'e aforesaid on the capital stock 7th. Because the draft agreement of the sth instant
mentioned in the twentieth clause of the said Taw Vale gives to the Bristol and Exeter Company the power to
Railway Extension Act. And further the said interest lease or amalgamate with any other company withont
shall be so paid up to the expiration of six calendar consulting the Taw Vale Direc'ors, and upon terms
months from the tune that the said railways, dock, anti which prejudicially limit and restrict the rights of the
works shall be opened for general use and traffic, and be proprietors of this cernpany.
charged and added to the capital account as part of the Bth. Because the Bristel and Exeter directors will
cost of construction. net engage to adopt the Bideford and South Bolton
9th. That from and after the expiration of the said branches, although the Taw Vale Company are bound,
six months tile said Bristol aril Exeter Railway Coin. in good faith, to the inhabitants of those districts to
party shall pay the !tail Taw Vale Railway and Deek apply to Parliament for powers to construct them.
Company a dividend of four per cent, per annum upon " That these resolutions be f irwarded to the Bristol
the full amount of the capital paid up to the share- end Exeter direetere, anal that they tied the letter of the
holders thereof for or in respect of the construction of the Bristol and Exeter Company of the 19th instant, be laid
said railways, dock, and works, including the capital before the proprietors on the 26th iestant,
stock mentioned in the last article, the same to be The Cuententet believed teat ntw the ei hole of the
payable half-yearly, with the following augmentations facts with regard to the prop ssals if the Bristol and
from time to time, that is to sly:— Exeter Convene-, and the Taw Vele Gempany were be-
" When and so long as the Bristol and Exeter Rail- fbre the proprietors. The Tall/ Vale Company- abided
way proprietors obtain 9 per cent, from their line with by the agreement of the 26th of May, but the Bristol
its branches and extensions, then the dividend payable arid Exeter directors appearel to him to abide by
under this agreement shall be 43. per cent. And whose nothing but their own construction of it.—( Hear, bear.)
and so long as the dividend so obtained by the Bristol Having stated thus much, he had nothing more to do
and Exeter Railway proprietors shall be 10 per cent, than to say that he should be happy to hear any obser-
then the dividends payable under this agreement shall be vations that propriet we, might think proper to make, and
augmented and be 5 percent. And when and as long as put any resolutions to the meeting which they might
the said Bristol and Exeter Railway proprietors receive think it necessary to propose.—(Hear, hear.)
10 per cent. as last aforesaid, then in case the said Bris- Mr. WILLIAMS, as a large shareholder of the Taw
tol and Exeter Railway Company create any new stock Vale Company, thought it behoved the meeting to con-
or the purposes of their railways, then the proprietors cider well before they decided upon adopting the agree-
of the said Taw Vale Railway and Dock Company shall, went of the sth of September, us by adopting it they
in addition to the said augmented dividend of 5 per cent., sold themselves at once and for evor to the Bristol and
be entitled to participate in such new stock in proportion Exeter Company.—(Hear, hear.) He knew that the
to the amount which the B stock them issued bears to present company had been proposed in the utmost good
the whole amount of the stock of the said Bristol and faith.—(Hear, hear.) He had no doubt that it would
Exeter Railway Company. meet the wants, in a great measure, of the districts
" 10th. That the capital stock of the Taw Vale Com- through which it passed, and that it woull ensure a
piny shall be represented by a new stock in the Bristol good return to the proprietors.—(Hear, hear.) lie felt
and Exeter Railway Company to be created within six certain that a traffic would take place upert the line that
months after the opening of the line, which stock shall would ensure six per cent. to the shareholders.—(llear,
be called B stack and shall have secured to it all the ad- hear.) The proprietors had nothing at all t do with
vantages defined in the last article. And that such new the question whether genii faith had been kept by
stock shall have the same representative power by the directors of the Bristol and Exeter line with the
voting at the Bristol and Exeter Railway meetings, as if directors of the Taw Vale Company.—(Hear, hear.)
the holders thereof held a corresponding investment in The question for them was, whether the agreement of
Bristol and Exeter stock, to that paid up on the new or the sth of September was one calculated for the interest
B stock aforesaid, of the proprietary.—(Hear, hear.) His humb'e opinion
" 11th. Provided always that nothing herein con- was, that it was not ; and that, therefore, they ought
tained shall prevent or restrain the proprietors of the not to sanction it.—(Ltear, hear.) The agreement, it
Bristol and Exeter Railway C ,mpany from disposing was true, had not the sanction of the directors, but it' it
of their railway, and branches ann extensions, including had had, he should have considered it to be his duty to
the said 'raw Vale Reilways and Dock, to any other have opposed it.—(hear, hear.) He considered that the
railway company on such terms and under such arrange- directors were entitled to the best thanks of the preprie-
had
meets as they think proper ; but in the event of their tors for their great exertions in their behalf in Parlia.
so doing, in consideration of ens fixed annual payment to meet, where they had succeeded in carrying their Bill,
thoughtleeen their oppofsreittli
gm
they
theyndbs).'—a( Hgreeaart,
be secured to the said Brist -1(T-et' Exeter Railway pro- notwithstanwtroi
prietors, not exceeding ten - .ent., then the dividend company,
receivable by the Bristol and Exeter Railway Company hear.) All that had been stated by the directors of the
shall he assumed and taken at the maximum of ten per Bristol and E'xeter Company about the proprietors of
cent., although it may not have attained the same. And the Taw Vale Company getting 6 per cent., or 7or 8
the rate of five per cent. hereinbefore mentioned to be per cent., in his opinion went into thin air.—(Hear,
thereupon payable to the ,proprietors of the Taw Vale hear.) Added to this, the Bristol and Exeter Company
Railway and Dock company §hall be accordingly deemed offered them no cleans of makjng their railwAy—Wear,

hear)—and as they were to make the railway with their
own resources, he thought they might as well do so at
once and have nothing to do with the Bristol and
Exeter Company.—(Hear, hear.) In the agreement
of the sth of September there were about 14 or 15
::buses, and 12 of them wera decidedly in far, ur of the
Grieco' and Exeter Company.--(Hear, hear.) It was
ail very well for the Bristol aati Exeter Company to say
they Were geiing to sell themselves to a great com-
pany—that they were to get S per cent —and then the
Taw Vale would get 5 or more ; that might be all very
well, hut he thought if once they ent( red into the agree-
ment of the sth of September, the conduct of the direc-
tors of the Bristol and Exeter Company would be like
that of a representative of a borough that was now in
schedule A, who, when remonstrated with for not pro-
tecting the rightse of hie constituents, said—" I bought
you, and I have now a right to sell yon."—(Cheers
and liiiehter.) Mr. Willianie contAaled by netvittg
the following resolution :—" That in the opinion of
this meeting the proviti pal agreement of the sth of
September, between the directors of this company and
the directors of the Bristol and Exeter Company, is
not beneficial to the proprietors of this company, and
ought to be rejected."—(Cheers.)
Mr. STUTELEY seconded the motion. Ile, like Mr.
Wieliains, would have opposed the adoption of this
agreement, even if it had been supported by the direc-
tors, because it eas all on one side.—(lfear, ar.) No
doubt the directors of the Bristol and Exeter Company
had acted rightly in endeavouring to make a good bar-
gain for their proprietors, but it was the duty and inte-
rest of the shareholders of the Taw Vale Company
equally to take care of- their own interests, and at once
ea), they would have nothing to do with the directors
of the Bristol and Exeter Company, or their one-sided
proposition.—(tlear, hear.)
Mr. Maunnier supported the resolution. He con-
sidered that the second agreement was a complete doing
away with the flrstee-(Hear, hear.)
Mr. FRIPP admitted that if the proprietors of the Taw
Vale Company thought the agreement of the sth of
September was against their interests, it was their
duty to reject it.—(Hear, hear.) It was, however, his
belief that the directors of the Bristol and Exeter Com-
pany only carried out the provisions of the first agree
merit in the second.—(Cries of " Oh, oh.") There were
some points in the agreement which, on the first blush,
might appear unfair, but he thought, upon considera-
tion, they would be found not to be so. The directors
of the Bristol and Exeter Company thought they had
offered extremely fair terms to the Taw Tale Com-
pany; he considered that securing to them four per
cent., and giving them the chance of the profits of' an-
other line. was a most fair proposition.—(Cries of " Oh,
oh:") The directors of the Bristol and Exeter Com-
pany were desirous of leaving the whole question of the
adoption or rejection of the agreement with the Taw
Vale proprietors.
Mr. J. BROWN defended the course he had pursued
when with Lord Fortescue. It was at the present
meeting that he had first heard of bad faith on the part
of the Bristol and Exeter directors.—((lear, hear.) Ile
did not rise to oppose the motion, but he thought it
was too bad for the Taw Vale directors to make the
insinuations and charges they had done against the
Bristol and Exeter directors. Hitherto he believed the
directors of both companies had acted with good feeling
towards each other, and it was for the proprietors
of the Taw Vale Company to pursue any course
they thought proper.—(Hear, hear.) He begged
most distinctly to state that it was in
consequence of the resolutions that had been agreed on
with them before Parliament that Lord Fortescue had
withdrawn his opposition. He could assure the meeting
that whatever might be said of them, the directors of the
Exeter and Bristol Company, in all they had done, had
been actuated by the most Oonourable feelings.
Mr. THORNE denied that the offer made to the Taw
Vale directors of the Bristol and Exeter Company was
a liberal one, or such as they had a right to expect.—
(Hear, hear.) It was unnecessary for him to say one
word with respect to the probable traffic on the line of
the Taw Vale Railway; it was enough for him to state
that all parties in the districts through which the rail-
way was proposed to pass were unanimously in its
favour, and were ready to assist them to the utmost of
their power. They were also equally unanimous in
objecting to the agreement proposed by the Bristol and
Exeter Company —(Hear, hear.) The lion. Newton
Fellowes had stated his opinion to be that the Taw Vale
line would pay an excellent per tentage if even there
was not a single passenger carried on it.--(Hear, hear.)
As for himself, he (Mr. Thorne) firmly believed that the
line would neither be a four, five, or six per cent. line—
(Hear, hear)—for he had no doubt that before three
years had elapsed it would be a seven or eight per cent.
line.—(Hear, hear.)
Mr. Wemeriesoer, the solicitor of the Taw Vale
Company, having been present during the whole of the
discussion that had taken place between the Bristol and
Exeter directors and those of the Taw Vale Company,
felt it incumbent upon him to say' a few words to the
meeting, particularly as some of the observations that
had been made seemed to reflect on the gentleman with
whom he was acting. He would not attempt to im-
pugn the fair dealing of the Bristol and Exeter board,
but he thought it would be in the recollection of the
gentlemen connected with the Bristol and Exeter
Company, that the reasons miduced by the directors of
the Taw Vale Company for objecting to the agreement
had been urged and argued at considerable length.
When the agreement of the sth of Sep-
tember was under discussion, there was
an evident disinclination on the part of the directors of
the Taw Vale Company to consent to the agreement.
Those obtections were urged upon them, and it was
stated over and over again that what was known of the
feeling of the proprietors precluded any hope of the di-
rectors of the Taw Vale Company carrying the agree-
ment at a meeting of the shareholders.—(hear, hear.)
Moreover, when the agreement was about to be signed,
and when the language was, that the gentlemen who
signed it authorised it on the part of their respective
hoards, the Chairman of the Taw Vale Company re-
fused to sign it, and it was altered, so that it might be
considered at a future period.—(Hear, hear.) It was
not signed as a concluded agreement, but as the minutes
of the result of a conference, and the result of the terms
the Bristol and Exeter Company were willing to agree
to.—(Hear, hear.) Now if there was any imputation
attempted to be made that the Taw Vale directors had
acted unfairly, he thought he had displaced it. He could
not but confess that there had been for some time in the
minds of the directors of the Taw Vale Company a feeling
that they had not been fairly used in the House of
Commons by the directors of the Bristol and Exeter
Company.—(Hear, hear.) And under that feeling, and
a desire on the part of the Taw Vale directors to do
all they could for their proprietors, they had deter-
mined to submit the agreement to the proprietors—
(Hear, hear)--their negotiations with the Bristol and
Exeter Company having been made upon the faith that
when that line was free they were to pay to the Taw
Vale proprietors 9 per cent. He would leave it to the
shareholders to say whether the agreement of the sth
of September would have that effect.—(Hoar, hear.)
Now he (Mr. Wilkinson) had been into Devonshire,
and he could vouch that it was the opinion of all parties
on the line that it would turn out to be a most excel
lent one.—(Hear, hear.) Shale of the parties on the
line had so excellent an opinion of it that they would
rather take sharer; in it for the purchase of their land
than money—(dear, hear)—and others preferred shares
for their timber to the payment for it in cash.—(Hear,
hear.) All this, he thought, showed that it would in a
very short time turn out to be a far better than a 4 per
cent line.—(Hear, hear.)
The CHAIB3IAN then put the resolution to the meet
ing, and declared it to be carried ustanimously.
Mr. J. BROWN would not demand a poll upon the re-
solution, but begged to state that he dissented from it.
The CHAIRMAN, in answer to the question °fa proprie-
tor, said, that the directors would consider themselves at
liberty to treat with any company for the lease or sale
of their line, and if such a proposition was made to them
they would call a meeting of the proprietors as they had
done that day, fur the purpose of obtaining their sanction
or disapproval of such a proposition.—(Hear, hear.)
Mr. MAUBERT wished to know whether the directors
had fixed arty time for the reesistration of the scrip ?
The CHAIRMAN said, that with a view to the present
meeting they had fixed last Saturday, but they had con-
tinued the receipt of scrip up to the present moment.—
(Hear, hear.) He had put the seal to the list of pro-
prietors that day, in order that the votes, if necessary,
might be taken in the proper form —(Hear, hear.)
They still, however, continued to receive scrip, it not
being competent to them to refrain from doing so, even
if they wished it, which he could assure the proprietors
the directors did not.—(Hear, hear.)
Thanks were then voted to the chairman for his able
conduct in the chair, and the meeting separated.
We have seldom witnessed such unanimity amongst a
large body of shareholders as appeared to prevail en
this t cession, and although it was the first Sieeial Ge-
neral Meeting since the passing of the Act, such was
the confidence the proprietors seemed to piece in the
directors, that not one word was said about the ex-
penies of carrying the Bill, or upon any financial
matters.
T B

THE HOUNSLOW MILITARY
TRAGEDY.
The worst fears for the fate of the witnesses examined
at the inquest held upon poor White, late private of the
7th Hussars, are, we regret, likely to be realised. We
understand one witness, who, in consequence of his
superior attainments and conduct, had been elected pre-
sident of his room, and whose advice was followed and
example imitated by his comrades, was, after giving his
evidence, removed from the room and placed in another,
over which a corporal swayed authority. Another,
who is most respectably connected, and whose conduct
as a soldier is beyond even the breath of censure,
having, after he gave his evidence like a soldier and a
man of honour, interested himself in raising a subscrip-
tion towards the erection of a monument to White's
memory, was ordered to attend the colonel's quarters.
He did so, when the following dialogue ensued
Colonel—l understand that the men are raising a sub-
scription to build a monument to White. Is such the fact?
Soldier—Yes, sir.
Colonel—l am also informed that you are making
yourself conspicuous in collecting that fund. Is that so?
Soldier—Yes, sir.
Colonel—Are you aware that by so doing you are
guilty of a breach of discipline, and expose yourself to
punishment? Soldier—No, indeed, sir, I am not; and
this is the first time that I have been told so.
Colonel—You do put yourself in that position by such
conduct? Soldier—l hope not, sir; indeed, I can scarcely
believe it, for I cannot conceive what crime there is in
raising a monument to a deceased comrade.
Colonel— Well, well, you will see it. You may retire.
The soldier accordingly obeyed the mandate to retire,
as he did the order to attend, but the intervit w with his
colonel neither lessened his zeal in collecting subscrip-
tions towards the monument,,nor their amount. The
one continued as fervent as ever, and the other con
tinned to be raised without the slightest diminution.
Poor " holloa" Mathewson, whose Lack was torn to
pieces by the sanguinary lash because, without know-
ing whom he was addressing at the time, for he did net
see him, he cried out " belles" to a question from
the sergeant, appears to be an unfortunate man. Ile is
now a prisoner In Hounslow barracks awaiting his trial
by court-martial. It appears that last Sunday he was on
duty at Hampton Court, when his mother, accompanied
by his brother-in-law—just discharged from a Lancer
regiment, and whom he had not seen for nine years—
visited him. He asked his sergeant, who was corporal
over him when he was a prisoner, previous to his late
punishment at the ladder, to allow another soldier who
had agreed so to do to mount guard for him, as he wished
to spend a few hours with his family. This favour the
sergeant peremptorily refused, although ha had allowed
a similar and a greater liberty to another soldier. After
that the sergeant followed him to" Trophy-gate," where
he mounted guard, and where, according to his (the ser-
geant's) statement, he abused and threatened him. The
sergeant accordingly reported Mathewson, and put him
under arrest. The colonel, upon the sergeant's report,
ordered a district court-martial to be held upon Mathew.
son for the undermentioned charges, as contained in a
copy handed him, and of which the subjoined is also a
copy :
" Charges preferred against Private Thomas Mathew-
son, No. 995, 7th Hussars.
" For insubordination on or about the 20th of Sep-
tember, 1847, when on sentry at the Cavalry barracks,
Hampton Court, in using threatening, disgusting, and
abusive language to Sergeant Major Robert O'Donnell,
of the 7th Hussars, his superior officer, by saying, you
—, I will break both your heads, or words to
that effect. Former convictions will be brought in
evidence upon trial.
"SERGEANT LAURENCE, 7th Hussars.
" Head-quarters, Hounslow, 25th September, 1846."
Such is Sergeant O'Donnell's eharge, the truth of
which Mathewson denies.
The court•martial was not held yesterday, but it will
take place on Tuesday, and that, too, under the officers
of the 12th Lancers, who have relieved the 7th Hussars.
This is so much in favour of the prisoner, for both
General Comyns, the colonel, and Lieutenant-Colonel
Stowe], of the Lancers, are as mach Opposed as the
officers of the 7th are favourable to hugging; and the
further delay to Tuesday is also in favour of Mathew-
' son, for had he been tried yesterday, young officers
would have composed the court-martial, whereas he e ill
be tried on Tuesday by veterans, whose humanity and
bravery are equally acknowledged, both by the men of
the 12th Lancers and the public. In fact, even the
privates of the regiment deem themselves insulted by
having so unpleasant a duty imposed upon their officers,
whom they look upon as kind mentors, interested in
their welfare. Even now the Colonel of the Lancers
allows Mathewson's friends to visit him ; and Sergeant-
Major Mahon, who accompanies those visitors to the
guard-hou,e, orders the men on duty to retire, so that
any private conversation that the prisoner may desire to
have with those friends shall not be interrupted. This
kindness Mathewson gratefully acknowledges, and it
leads him to hope to find justice and merry at the hands
of the gallant officers who will be his judges. His heart-
broken mother had an interview with him yesterday, and
immediately afterwards wrote to Mr. Welcley, who has
pledged himself to throw the shield of I is protectien
over him and every other witness examined at the in
quest.

It now remains for the public to do their-duty, by, in
the first instance, furnishing Mathewson with proper
Irgal assistance, of which he sill be allowed to avail
himself, and that they should do this very day.
[ file above appeared in the Sunday Times of yesterday.]
Another account states that Mathewson declares that,
contrary to military discipline, the srrgeant was unac-
companied, the regulations requiring that he should;
when visiting a sentry, be accompanied by two privates,
which not being the ease, Mathewson will lose the benefit
he would otherwise have of two witnesses of his own
rank. He also complains of a district court martial
being ordered instead of a general court-martial, as at
the latter he would have had the advantage of legal as-
sistance in his defence.

HE , URNEY DIARY AND LETTERS.—NO expla-
nation appears to have been given as to the cause of the de-
lay in the publication of the sixth volume of Madame
D'Arblay's Diary, which must therefore remain, we suppose,
a literary mystery: This new volume will be read with as
much zest as any of the preceding. Among the royal per-
sonages who figure in it are, George 111., Queen Charlotte,
and the. Princesses Royal, Elizabeth, Sophia, Amelia, Au-
gusta, and Mary; the Duke and Duchess of York, the Prince
of Wirtemburg, the Princess Charlotte, the Duchess of Glou-
caster, the Prince of Wales, King William the Fourth, the
Prince and Princess of Orange, and the King of Hanover;
and among the high nobility are, Lord and Lady Spencer,
the Duchess of Devonshire, the Marchioness of Buckingham,
the Earl and Countess of Derby, Lady ynthes, Lady Strange,
Lord Maeartney, Lnrd Whitworth, &c., &c.
[ADTERTISEMENT.]--THE EARL OF ALDEOROUGH
AND Ilor.toway's Pru.s.—An astounding cure by this miraculous medicine, after every other means had failed. See extract of his
lordship's letter, dated Villa Messina, Leghorn, Feb. 21, 1845 :
"To Professor Holloway,—Sir, I beg to acipialn tyou that you:
pills have effected a cure of a disorder in my liver and stornack
which all the most eminent of the faculty, at home and all ever the
Continent, had not been able to effect—nay, not even the waters c •
Carlsbad or Marienbad.—(Signed) Aldborough." These wonderfu
Pills will cure any disease of the liver or stomach, Sold (also He i-
loway's Ointment) at Professor Holloway's Establishment, 244
Strand .and of all medicine venders throughout the civilised work',
L ADVERTISEMENT 1 —SIGHT AND HEARING.
Sent into the country free, by post. No. 39, Albemarle-
street, Piccadilly, N
—ewlY-Invented Spectacles, Powerfhl Teles-
copes, Opera Glasses, Microscopes, &c.—Patronized by his Ma-
jesty the King of Hanover, her Grace the Dowagef'Duchess of Bed-
ford, their Graces the Archbishops of Canterbury, York, and Dublin,
the Dukes of Devonshire, Norfolk, Argyle, Marlborough, and Man-
chester, Bishops of Exeter, Linceln, Cork, Etphin, Kilinore, and Kil-
dare. Messrs. S. and B. Solomons, oculists and opticians, have
invented Spectacle Lenses upon a new construction. Immediately
they are placed before imperfect vision, either by day or candiellOrt,
that mist and dullness which appears before the eyes is at once re-
moved, every object becomes clear and distinct, so that the most aged
defective sight becomes -bright and brilliant. and is brought to its
youthful natural and original state. Also-the most powerthl Achro-
matic Telescopes, Opera Glasses, Microscopes, Invisible and all kinds
of Acoustic Instruments for relief of extreme deafness. Caution—
Messrs. S. and B. Solomon, opticians, are not in any way connected
with a person of the same name in their immediate neighbourhood.
To prevent mistakes, be cautious, and observe—Only to IN had at 9,
AlbeillitkrleltrOete P1C.00441.141 oppclite the York 1190.1.

TIIB
LATE CABS OF FATAL MILITARY FLOGGING
AT HOUNSLOW.--At an inquest held recently, by Mr.
Wakley, M.l'., coroner, he made some remarks on
,the
frequency of cases of death arising from the effects of in •
juries to the skin, arid said that since the late inquest at
Hounslow, on private Frederick John White. of the 7th
Queen's Own Hussars, who died from the effects of the
flogging he had received, his attention had been more
particularly drawn to such
cases, which he found
averaged five each week. Until that inquest such cases
were confinei chiefly to burns and scalds, but the evi-
dence given by Mr. Erasmus Wilson had proved that
the same fatal effects might arise from other injuries to
the skin. That fact had just been confirmed in a very
extraordinary manner. Mr. Hawes, M.P., the Under-
Secretary for the Colonies, had a day or two since com-
municated to him, that by a report just received from
Dr. Motherwell, the superintendent of convicts in Van
Diemen's Land, as to their condition, it appeared, by a
discovery be had made, that two very important effects
were produced on the convicts by resorting to corporal
punishment, viz., inflammation of the chest and disease
of the heart, the very causes of rrivate White's death,
but which were ascribed by four out of the five surgeons
examined to sudden change of temperature, Mr. Wilson
being the only one who ascribed it to the injury to the
skin occasioned by the flogging the deceased had re-
ceived.

Mr. Heming, Mr. Chard, Mr. Henderson, and Mr.
Stocker, had an interview with the Earl of Clarendon
on Saturday at the office of the Board of Trade.
Dispatches from the Governor of the Cape of Good
Rope were received on Saturday at the Colonial-office.