The Sun.
London, England, 1848-03-13 00:00:00

... 109

RAILWAY IN TE LLIGEN fir .1.,- • --- '
ir
BIRMINGHAM AND OXFORD JUNCTlOkie;...s4,Lc..t.pp4
WAY.—THE WAR OF THE GAUG + •'--,r! ', ;.,,
NE WAL OF HOSTILITIES. %,,,, ligiii.. - i).4
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(FROM OUR OWN REPORTER.) 'Ti .
,4, 1 It
BIRMINGHAM, SATURDAY.—The hslt-yearly Pe- ~: 4 3,4.1 c.., ‘1..--
of the proprietors of this company, adjourned • s )
e 64: Itcejin • '
~....
time from Saturday last, the 4th instant, was .f‘ ;""1- 0
day at Dee's Hotel. The object of the last adjourn....
was to to receive the result of the negotiations stated to be
in progress between the dissentient shareholders of the
Birmingham and Oxford Company and the directors of the
Great Western, founded upon the propositions made by
the solicitor to the former body. The proceedings ex-
cited great interest, and, in consequence, a large number
of influential shareholders, interested in one or other
line of railway, were present; amongst whom were Lord
Hatherton, Mr. Spoon2r, M.P., hie. Russell (chairman
of the Great Western), Mr. Saunders (secretary to the
Great Western), Mr. Barlow, Mr. Mozley, Mr. Wag-
staff, Mr. Alston, Mr. C. Shaw, &e. In the atm& nee of
Mr. I'. H. Muutz, the chair was again taken by Mr. W.
Matthews.
The CHAIRMAN having announced the business of the
meeting, stated that he had been put in possession of
some copies of a printed ciictilar, containing the corre-
spondencewhieh had talon place bet Ween the parties on
the Eubicet of the pending negotiations ; and, with the
consent of the meeting, lie should propose that that cor-
respoilenee should be read.
Upon the motion of Mr. MOSELEY, suppnited by Mr.
T. Corseoese the re-election of the retiring directors
was first proceeded a jib, uud Messrs. Moseley, A. Pey-
ton, S. Beale, Bigg, end Cobb were unaidinously re-
elected; Mr. Paget, of Leicester, was also elected in the
room of Mr. T. B. Wankyn, of Manchester, who had
retired from the direction.
The CHAIRMAN then proceeded to read the corre-
spondence which had taken place, consisting of several
letters from Messrs. Hunt and Co., solicitors to the Great
Western Railway, and Mr. Dobie, solicitor to the dissen-
tient shareholders. From this correspondence it appeared
that the negotiation had been broken off, in consequence
of the Great Western Company requiring as a condition
to issuing the coupons to the shareholders for the pay-
ment of the sum of 301. 55., that some 800 or 900 of the
shareholders, to be selected by the Great Western Com-
pany, were to sign an agreement pledging themselves in
no way to use their influence in opposition to the pro-
posed Bills for introducing the broad gauge into the
midland districts, or otherwise to interfere with the
Bills to be brought before Parliament by the Great
Western Company.
Mr. Dome then proceeded to state that after the first
consultation with Sir Fitzroy Kelly and Mr. Role the
former Learned Gentleman submitted to him nine pro-
positions as the basis of the proposed negotiations. By
virtue of this agreement forms of coupons were to be
prepared for the payment of principal and interest by the
Great Western Company to the shareholders of the Bir-
mingham and Oxford Junction, according to the terms
of the agreement of the 12th of November, 1846 ; Bills
were to be introduced into Parliament to carry out the
objects of that agreement; a resolution was to be pro-
posed to and adopted by the shareholders of the Bir-
mingham and Oxford Company sanctioning the Bills so
introduced, and pledging themselves to abandon all
opposition, and the coupons were to be exchanged for
copies of such resolution. Other heads of agreement
were submitted in conformity with the propositions sub-
mitted in his (Mr. Dobie's) first letter. Sir Fitzroy Kelly
also handed to him a paper entitled a "Secret Article,"
having for its object the prevention of the shareholders
for opposing any of the Bills brought forward by the
Great Western Company for the extension of the broad
gauge into the present narrow gauge districts. By this
agreement it was to be understood that Mr. Glyn, M.P.,
the chairman of the London and North-Western Rail-
way, should be allowed to act ministerially in signing
documents on behalf of the North-Western Company;
but individually he was to be debarred from exercising
any personal influence against the Great Western Bills.
On receiving this " secret article " he (Mr. Dobie) in-
formed Sir Fitzroy Kelly that he did not object to the
chief heads of the agreement; but that with respect to
the" secret article," he could not hold himself respon-
sible for what individuals might think or do. He
appeared as solicitor for a company, and he could
not ask individual shareholders to enter into an
engagement with a corporate company. The secret
article was returned to Sir Fitzroy Kelly, be-
tween whom and Mr. Roll a correspondence after-
wards took place. The most important part of this
correspondence was a declaration on the part of Mr.
Rolt, that although he wished for an amicable adjust-
ment of difference, he was afraid all efforts would fail
unless the Great Western had the signature of the share-
holders of the Birmingham and Oxford Junction with-
drawing all opposition to their Bills, and sanctioning the
introduction of the broad guage provision. The Great
Western Company had thus been playing " fast and
loose" with the shareholders, and it was evident, in his
opinion, that they did not mean to give the coupons
unless they obtained the broad gauge—in fact, should
they fail in obtaining the broad gauge they would con-
tend that the agreement was not binding, and that they
were not compelled legally to abide by it.
Mr. GEORGE TURNER, of Birmingham, said that he
' understood that when the shareholders of the Birming-
ham and Oxford Junction had paid up their full 201. per
share they were entitled to a coupon of 301. ss. from the
Great Western Company. It would appear now, how-
ever, that it was not to be paid unless the Great Western
succeded in getting the broad gauge. The chairman
was deeply engaged in another company with which the
Great Western was concerned—he (Mr. Turner) daily
looked after it—and he feared if such were the terms as
regarded that undertaking, he (the chairman) would find
himself in the same predicament as they %ere.
Mr. A. PEYToN wished to ask the chairman whether
he considered that the issue of the coupons was accord-
ing to the agreement, contingent upon the Great Western
Company obtaining the broad gauge?"
The CHAIRMAN, in answer to the Hon. Proprietor,
said that there were three descriptions of shareholders.
First, the great majority of the original shareholders,
who with himself agreed in the sale to the Great Wes-
tern ; secondly, part of the original shareholders who,
like Mr. Mozley, opposed the sale ; and thirdly, another
class, not original shareholders, who purchased their
shares after the sale was effected, for purposes they best
knew themselves. Now ho, as an original shareholder,
thought that the shareholders of the Birmingham and
Oxford Company had no right to their coupons until the
terms of the agreement were fully and faithfully acted
upon. They had nothing to do with the London and
North-Western Company as a company, but they had to
do with the shareholders of that company who also hap-
pened to be members of the Birmingham and Oxford
Junction. Amongst the terms of that agreement was a
clause introduced into their Act of Parliament for ex-
tending the broad gauge to their ;line of railway, and
they were bound to see that extended as far as they
were enabled so to do before they were entitled to their
coupons.
Mr. PEYTON—The queston is, are we entitled to the
coupons before the broad gauge is obtained ?
Mr. C. SHAW (a director who has hitherto acted with
the Great Western party) exclaimed with considerable
vehemence, " There never was any such condition. The
shareholders are entitled to their coupons without refer-
ence to any such contingency.—(Cheers.) I pledge my
reputation that the question has been frequently raised
at the board, and no such condition was ever contended
for."—(Loud cries of " Hear.") -
Mr. MOZLEY said that he would abstain from making
any irritating remarks, as he was still anxious, notwith-
standing what had occurred, that some amicable arrange-
ment of their differences might be accomplished. The
plain question was, whether or not this desirable ar-
rangement was to be contingent upon the heads of the
agreement to which reference had been made, or upon
the terms of the secret article, the fulfilment of which
amounted to an almost irresponsibility. He contended
that it was impossible that they could answer for the
signatures and disposition of every shareholder in the
Birmingham and Oxford Company, and that they were
bound to have the agreement completed upon the terms
and in the spirit in which it was originally made. He
would appeal to the board of directors, and ask them
whether the security promised to the shareholders was
contingent upon the attainment of the broad gauge, when
they knew that its introduction into these districts was
absolutely interdicted by a special Act of Parliament?
The deed of agreement of which they (the shareholders)
required the fulfilment, was not a one sided agreement,
but bore the signatures of the directors of the Great
Western Company. It intimated that the shareholders,
so soon as they should have paid up their full amount of
201. per share, should be entitled to a coupon for 301.55.
Did they, the Great Western Company, mean to adhere
to that agreement? It was absurd to suppose that the
extension of the broad gauge was a condition upon
which those securities were to be given, and he
challenged the Great Western Company to find
in any of the bills they had recently filed in Chan-
cery the mention of any such contingency. They
knew that the extension of the broad gauge was depen-
dent upon the will of the Legislature. It appeared,
however, according to the argument now for the first
time set up, that notwithstanding all the assistance
which the shareholders might give to the Great Western
Company, if they failed in obtaining the broad gauge, if
the Legislature refused to sanction its extension, they
were to be refused their coupons. How could the di-
rectors enter into an agreement by which one party was
to be bound hand and foot, and the other left to break it
at any moment they pleased?--(Hear, hear.)
Mr. SHAW assured Mr. Mozley that the Great Wes-
tern Company never for a moment intended that the
delivery of the coupons depended upon the obtainment
of the broad gauge.
Mr. MOZLEY need not add more to Mr. Shaw's admis-
sion. Ile (Mr. Morley) had been content to consider
himself beaten. He had fought the battle fairly and
honourably, and ho had hoped that there had been a
termination of his labours.—(Hear, hear.) Ile had
resolved to do all in his power to bring about an ami-
cable settlement.—(Cheers.) When, however, he saw
the secret article, he said they could have nothing to do
with it, and that it ought to be put behind the fire.
How could they get the signatures of 600 or 700
persons selected by the Great Western Company ?
They had no power over such persons; and the
failure of one or two to sign would put an end to
the question upon such terms. There was nothing in the
original agreement which called for so preposterous a
condition.—(Hear, hear.) After a most able and
energetic speech, Mr. Mozley concluded by moving the
following resolution :—" That the letter addressed by
Mr. Dobie, on behalf of this company, to Messrs. Hunt,
on behalf of the Great Western Company, dated the Bth
instant, be, and the same is hereby approved and adopted
by this company, and the letter of Messrs. Hunt, dated
the 10th instant,
having been read, it is further resolved,
that the Great Western Company be forthwith formally
called upon to deliver to the shareholders of this com-
pany, who have paid their calls, the securities now due
to them under the agreement of the 12th November,
1846, and h all other respects to carry out that agree-
ment; and that a letter be addressed to the West