The Sun.
London, England, 1846-06-25 00:00:00

trtiling grA111;

LONDON, THURSDAY, JUNE 25, 1846.

Another eale,my case
of considerable importance
was on Tuesday decided
Be" in which the in the Court of Common
principles that decidednfi thed case
were
of w A es T 13 v. SPOTTiswooinu
exten.led. We now have bad questions respectingrmand
the liability of the allottees to bear any portion'
the expenses of abandoned railway undertaking
brought before all the superior courts. Ilr-the -E7c.
chequer the decision of the full court has been given
in the case of WA LSTAB V. SPOTTISWOODE, and the
plaintiff declared entitled to recover back the entire
mount of her deposit without any drawback or de-
duction whatever for the preliminary expenses. The
present case of WOISTNER v. SHARP differs in some
_respect from the former, and will be found to .govern
a vast number of cases which, it was asserted, did
not fall within the rule adopted in that case. In
WAestin V. SPOTTISWOODE no scrip had ever been
issued to the plaintiff, nor had she signed the Parlia-
mentary contract nor subscribers' agreement, both of
which were actually signed, and the scrip received by
the plaintiff in the present case. The evidence
will show what has been the cause of the failure of
A vast number of railway undertakings, viz., the im-
yroper retention of a large proportion of the shares
by the managing committee, although there were
abundant applications from solvent and respectable
persons, more than sufficient to warrant the allocation
.of the entire number of shares of which the project
vas to consist. The object of many of the com-
mittees during the palmy days of railway enterprise
appeared to be to allot only such a number of bhares
as would produce deposits sufficient to meet the
current expenses, end to retain the greater portion
for themselves and their friends when tie scheme
-was favourably received and its shares at a premium
in the market ; but should it prove a failure, to clot
Zhe buLk of the expenses on those who had paid their
moi'ey on the faith that the entire number had been
allotted, and that if there should be such a failure
the expellees wouit: be borne rateably by the holders
of all the shares. We have ever thought

and stated, that the strong ground that
existed for tha refusal of those persons to
whom shares had been allotted after the panic had
set in to ply the deposit thereon, or to contribute any
sum whatever to the expenses of the defunct c mipany,
which we conceived they were not bound either in
law, in equity, or in point of honour to do, consisted
in the fact that no reciprocity existed--that if the
the scheme had been a prosperous one they would
never have received an answer to their applications;
the good things would be reserved for the especial
behoof ar.d benefit of the committee ; but, if the oon-
trary, all the shares would be most impartially distri-
buted when it was known that a loss and not a gain
was to be the result. It originated in the proceed-
ings of the Direct London and Exeter Railway Corn.
panv, which had been provisionally registered in the
month of May, 1845, with a proposed capital of
3,000,000/. sterling, in 120,000 shares of 251. each.

The plaintiff applied for sixty shares, which were
grante I to him on the 15th of October ; and adver-
trrtisements appeared on the 17th of October, stating
that the allotment had been completed, and an
apology made to the numerous persons, with un-
doubted claims on the score of wealth and social
standing, whose application had either been passed
over or cut down. In fact, there had actually been
applications for more than 400,000 shares, and yet
the allotment committee, of which the defendant
was the chairman, only distributed 58,000 shares,
retaining no less than 62,000 shares, or more than
half the number, for the use of the managing com-
mittee. Had the allotment taken place a few weeks
later, when the panic had set in, and all new projects
were at a discount, in all human probability the full
number of 120,000 shares would have been distri-
buted amongst the applicants for the 342,000 shares,
whose requests were not complied with ; and we
should have heard an outcry against the English re-
pudiators, who refused to confirm the contract which
they had deliberately entered into, to take up
the shares for which they had applied. In this case,
however, the allotment took place a little too soon
and the usual practice was followed of retaining the
lion's share for the promoters. On the 21st October
the plaintiff paid up his deposit, and on the 4th No-
vember signed the Parliamentary contract and sub-
scribers' agreement and received his scrip. On the
15th December a meeting was called, when it ap-
peared that 32.3951. only had been paid for deposits,
but of which 31,9001. had actually been expended,
leaving a balance of 4921. to pay the Parliamentary
deposit and all future expenses, and that no less than
44 of the provisional committeemen had neglected to
pay any deposit whatsoever on the shares agreed to
be held by them of course they were i sa'lle to go
before Parliament. It was contended, on behalf of
the plaintiff, that the scheme might be said to be
virtually abandoned and that he had a right to
recover back his deposit on the ground of the failure
of consideration on the part of the projectors, and
also on •he ground of fraud. The company it ap-
peared defended the action and secured the services
of the Solicitor-General.

The Learned Judge left two questions to the jury
—first, was the statement that all the shares had been
allotted false to the knowledge of the defendant ; if
they thought it was, and that it was a material in-
ducement to the plaintiff to pay his deposit, and that
he would not have done so had he known the real
facts of the case, they should find for the plaintiff :
and, secondly, if they thought the scheme an abortive
one, and at an end, they should also find for the
plaintiff. He also desired them to say whether the
deed was executed by the plaintiff on the same under
standing. The jury found fur the plaintiff on both
grounds, and also that he had executed the deed on
the same understanding as he had paid the money,
and gave the full amount of the deposit, 821. 10s., as
damages. We have been thus minute in detailing
the entire circumstances of this case, because new
elements exsted in it different from those which have
already been before the country ; and we are
convinced that there is nothing so important
to all parties connected with railways, whether as
committeemen or shareholders, as to know accurately
the entire amount of their liabilities—to be enabled
to judge correctly of the circumstances in which they
are placed. The law may now be looked on as fully
and entirely settled; that which a short time since
was doubtful is now perfectly clear. The com-
mitteemen must bear the entire expenses of every
undertaking which has not been proceeded with, and
must return the full deposit, without deduction, to
such parties as paid on their shares. The sooner they
make provision for this purpose the better. Every
-delay can only increase the amount of the original
claim which the shareholder or allottee is entitled to
make against them, and which he now knows he can
recover in full by the costs necessarily incidental to
that recovery. What, then, is to be done? They
must ascertain the full amount of the debts due by
their respective companies, including the demands of
the allottees, and by a subscription amongst them-
selves raise a fund sufficient to satisfy them. The
sacrifice will undoubtedly be very great, but its
atnount can be ascertained, and the party liable will
be enabled to say whether it will be in his power to
meet it ,or not. Even this will be valuable. Any-
thing must be better than the uncertainty which has
hitherto prevailed, and which has heretofore prevented
the parties liable from exerting themselves for the
! purpose of fairly meeting their creditors, and making
provision for the liquidation of their just demands.

Although the suggestion made on Tuesday even.
ing by Mr. WYNII, during the discussion upon Mr.
CHARLES BULLER'S motion in reference to the esta-
blishment of a Public Record Office, was rather irre-
levant to the original proposition, there was, never-
theless, a considerable amount of justice in the shape
of inferences deducible from that suggestion. That
there are manuscripts of inestimable importance to
the world of letters, and which would moreover tend
to the political guidance of our statesmen, among the
papers which are at present scattered about the me-
tropolis, no one for a moment would undertake to
dispute; and unless, through the interposition of Go-
vernment, their publication will for ever prove an
impossibility. We are not desirous, however, that
the public money should be rendered so accessible
upon every case of apparent emergency as to im-
part to our Legislators the character of profligate
spendthrifts ; but still more are we opposed to that
niggardly denial of assistance, by which many most
admirable national undertakings have never been
attempted. It is another of those Scylla-and-Cha-
rybdian straits through which a Government is ex-
pected to pass without collision or submersion. From
the execrable prodigality which our rulers have in
bygone days displayed, from their readiness to un-
loose the purse-strings of the empire, and from
their total disregard to economy, have sprung
those monstrous parasites, those sinecureships,
those causeless pensions, and those secret bouii-
ties, which, -like political excrescences, have
extracted all our monetary vigour, and debilitated
the nation b.yde_tthe ever-present responsibility of
Froml the penuriousness, on tne
other hand wilbictiyhi
the various
without exception, has
Administrati
been displayed
its noblest anodnmsoostf
uninfting and doling
rtquently
Great Britain towards nuthany
destituteg
wrung
Exchequer
evinced
illustrious children, from the stinting
the
torpor anguish
an da
charities which have been so
byyral
genius, and
from the Exbcyhethqeuegrenbe
by Government towards the woes and vicissitudes of
soma of our most eminent
minent countrymen,
have pro_
seeded the starvation, and the lunacy, and the sudden
which i
to m part such a
and sometimes violent deaths
loom the memo-
melancholy but significant g
rials of the most gifted beings in the land.
Hence a double reformation is not only
advisable, but is ah-olutelv incumbent upon the Legis-
lature ;—a contraction of that tendency to squander
moneys upon insufficient occasions and upon utterly
worthless recipients, a largo and more generous
philosophy in regard to the starving labourers
fo in the
vineyard of knowledge. Had the former
course been more speedily adopted, we should
not have to disemburse 358,0001. annually to the
paltry hangers-on of placemen, or for ex-ambassadors
(men who have already performed their services and
received their wages), 34,048 annually ; we should be
stared the degredation of perpetuating the recollec-
tion of CuattLes the SECOND'S debauchery by
large yearly payments, and have been preserved
from the fangs of many a voracious vampire,
in the shape of some portly ex-official.
Had the latter been adopted as a consti-
-