The Sun.
London, England, 1846-04-24 00:00:00

cases. If he and: retood the proposition or the
Eight Him. Bw•otter, it was to the effect that if
holders of oneslittii of the shoe es in a railway nude:-
taking should, at a meeting to be advertised, corny to
the conclusion that the Dill now tore Parlintneot, to
authorise: their projects should be withdrawn, the Bid
should nut then be allowed to be prose dell with ;
but take the case of the representatives of 9.00,000/.
in a railway company, would it be just or
reasonable that the holders of 130,0004, which was the
Afth of that sum, should be allowed to decide the fate of
the undertaking. The Right Hon. Baronet had Very
truly stated that the state of the law on this point
was very tincertain and undefiiied, and the
oppressions that parties had la en subjected to it
consequence of that uncertaiety had been very great.
In fact, he had a letter front one gentleinsii, whose
name he (I,gl not think proper to mention, who had
ac-
tions gotninenced against him which weuld invelee
him. in expenses amotin:ing to 90,0001. The !louse would
*asrobably have read the account of the late action of
woohner v. Toby—a new trial hail been moved for and
obtained, and the consequence would be that ino,t
probably, for the next eighteen months or two
years, the public would be left quite in the dark
as to the real state of the law ost this question
Under these re-olutione no Bill, either English, Irish,
or Scotch, could pass. There would be power
enough to carry the second reading and the Bill
to the Committee, and in that time suffi-
cient expenses might be incurred to ruin a great
• many people. Those were considerations which lie
would venture to throw out for the considerati,,n of the
Eight Hon. Genii• man, and he would suggest to tiim
the propriety of taking step, for facilitating the winding
up of railway companies, as few of the Bills had reached
their second reading.
The SOLICHOR-GENERAL rose to support the
propositions which had been submitted by his Right Hon.
Friend. The first matter which they had to consider
was, what were the evils which they were seeking to
remedy ? The first great evil Has thet which had been
alluded to by his Honourable nisei,' who lied just
addressed the House, that these companies were totally
new inssitutions—semething w hick had not before
. 7 . existed, and therefore the law re-petting them was
moat complicated. The questions of law which arose
is-ere -moat embarrgyeing and clifficidt, in conse-
-g s.. tquence...r tfie extent of the transactions, and the num-
ber of persons eagaged in them. He found.
sg
''sfeet)n the atitecturnt which had been Whale to the 'liaise,
tessge setbat, the e•ailway. Bills which had b en pessed the year
gfeeforis last, and last year, weuld, for their completion
; carrying into effect, require U. war's ,f one liutelre4
-
1,„ millions. It was the general complaint of the crimrner-
-=%; • , .cial community of this country, that before these Bills could
• pass into a law, and the greater proportion of capital called in,
Nhelocking up of the deposits would keep out of the circula-
tion of the country a sum amounting to from ten to twelve
millions of money. That would seriously interfere with the
commercial operation. of the country, in every one of its
branches. They had heard this from the Noble Lord the
• Member for Liverpool, who had presented a petition contain.
• ing complaints from Manchester and other parts of the country.
They heard he loud complaints in the City, and in ScAland,
that all commercial operations, large and small, from the
•
opulent banker to the small trtefesman, were depressed to an
alarming degree by the want of that capital which constituted
their means, and which was taken from their hands and from
the country by the continued demands of further calls on these
schemes. How was this to be remedied ? It had been sug-
gested and urged upon her Majesty's Government when this
state of things was beginning to be felt, before the meeting of
• Parliament, that some measures should be adopted for selecting
from the numerous schemes brought under the attention of the
Legislature those which might seem most necessary and reason-
able. He could not think that those who ,ffered that suggestion had
~seg.g properly considered the difficulties of selecting from 500 scheme-
is.7 those which ought to be submitted. When they considered
the numerous grounds and various ingredients which entered
gAs V."o,:g into an inquiry of that kind, as, for instance, which of the
5, projected lines was the moat direct, which passed through
the most populous district-, and other investigations
geeess. WO at' ovum-it was impossible to go through all these in-
.. lies wiihoutlxercising all the functions delegated to Sub-
:-`• ~--4---e.„
Ic(.llnlmittee-s. In-fact, it was found impossible to make such a
(ection. - • All the commercial men and others who
have given their attention to the subject were unable
to, make any practical suggestions that the House could
safely adopt. There were four distinct classes with whom
they would have to deal. The first:class was the provisional
committee, or directors, or the governing body. The second
class was the original subscribers, who had subscribed the
deed, bat had ceased to possess an interest in the project.
rise third class was the holders of scrip ; and the
fourth class those who had given credit to the company,
and who were creditors in many cases to a large amount.
They now saw the state in which they were situated. It was
better that a plan should be submitted which would allow
Parliament to select the best scheme, and this Bill would have
that effect. As he said before, the promoters of many of those
Bills were placed in great difficulty, for there was now no means
of dissolving these schemes without the sanction of the original
shareholders, many of whom had parted with their scrip. If
there were no means of dissolving those schemes, what would
be the consequence of companies dissolving thernselvei?
there was a company—and he was sure a great majority of them
were so—in which the ureat majority of the directors were honest,
and a great majority of the shareholders were honest, where they
would be willing to dissolve, they were under this difficulty,
that they were not legally able to do so, for they were bound
by their contract deed to carry out such works. They could
not dissolve, they must proceed with the object of those deeds
Or they might be proceeded against by actions in Chancery.
they being bound by the various covenants into which they had
entered. He could state on his own knowledge, there were
many companies who were willing to give up, but for being
ao bound; and they were thus compelled to go into
Committee and incur great expense by employ.
leg engineers and witnesses in the inquiry.
During the prevalence of the wild mania of speculation, am-
patsies which were supposed to have immense sums of money,
, 'Were projected, the untortunate speculators in which, by ven-
turing to purchase shares, and by paying the deposits, rendered
themselves liable for the expenses, and if the Bills should pass
into law to subsequent calls hereafter, and possibly to the full
amount of the company, or that portion of it for
which they had subscribed their names. In some
150,000/., and one company, he knew 200,000/. were paid in
to the Accountant-General, and there was locked up not
Only from general circulation, but beyond the reach, as the
law now stood, of tho-e unfortunate persons whohad subscrib.ll
it, who had no power to abolish the company, so that their
money was for ever away from their hands, and was subject
t.) the Act of Parliament being obtained. But it was
evident that three out of four of the Bills before
Parliament could not, on any reasonable foundation, hope to
receive the sanction of Parliament. Even if they were well
advised to stop thy were unable to do so, or to
obtain their money from the Accountant-General,
and in the meantime the provisional directirs, who
alone bad any control over the fund so deposited,
were obliged to continue their exertions in the chance of ob-
taining the Bill. Then, again, it was not the rejection of the
Bill that would enable the company to dissolve itself, and
obtain the money from the Accountant-General for
distribution amongst the shareholders. The Bill might
be rejected, and, although introduced into successive
Parliaments, might not stand the slightest chance of success,
but yet in the face of all this the promoters must go on with
the project in the endeavour to get the Bill in a future session.
Still the money was locked up, expenses increased, and there
was no means of putting an end to them. The law, as his
Hon.
Friend stated, gave them no power to disso.ve.
in the existing state of things they would have managing com-
mittee-men bringing actions again ;t allottees and subscribers,
and allottees and subscribers against. committee-men ; hut in
the present state of thebe law was impossible to say whether
these actions would maintainabletle or not. There could
be no doubt, however, that outiplodngtoh
eon
decisionbringing
of
actions against each other, the
coseneliarrelliyeisng'
Wilmer and Tobin, which he contended was no decision at all,
for the learned judge pronounceedente";iloiniothn upon it, and what
he did say was incorrectly reporteede
the faith of etheeevwspapers, and
the consequence was that upon
case, 300 actions were commenced by threew
and the other relying upon the decision of
tiswode. Thus speculation having ended in railway Spot-
aite eddi
companies9t
alone,in the
the parties commenced speculating in
actions
law;yatshares
and really in his opinion there would be no end to
the litigation and mischief. That all these evils could be re-
moved by Legislative measures it was in vain to
hope, but he ventured to _ entertain a strong expec-
tation that if parliament hereafter adopted the Bill
which would be submitted to them by Government,
and in the meantime the present resolutions, the evils them-
selves might not indeed altogether be abolished, but they
would at all events receive a most salutary check.--( Hear,
bear.) Now, what would this Bill be ? Without p.ing into the
details, he might in a few words possess the House of the sub-
stantial parts of the Bill. In the first place power would be
given to the holders of some small number of shares ,between
the time of signing the subscription deed, and the obtaining
of the Act of Parliament, through the managing
committee, to call a meeting of shareholders to con-
sider the propriety of proceeding with the undertaking.
It was proposed, that when the meeting should be convened,
that proper machinery should be provided for taking by proxy,
or personally, the votes of the shareholders, and if they so
choose they might come to the resolution to dissolve the com-
pany at once, the number required to vote for that resolution
being at least three-fifths of the whole. Proper provisions would
also be made to enable trustees and all persons of an official cha-
racterto vote at such meetings, and lithe required majority came
to a determinaiion at once to wind their affairs, their concern
would be brought to a termination in the same manner as all
partnership concerns were wound up. The directors would
have power of possessing themselves of the funds of the com-
pany, which they would have to dispose of, in the first place, in
the discharge of all ltabilities into which they had entered ;
and, in the second place, they would have to pay the surplus in
a fair proportion to such as were bona fide holders
- of shares in the company ; and he had hopes that
there would' he large surpluses in most cases. The pro-
posal of the Right Han. Baronet would create no new liabili-
ties, it would only give relief to such as were desirous to re-
lieve themselves from the engagements which they had entered
into
in a time of great exc.tement.—( Hear, hear.)
The
present proposal would involve no new difficulties ;
ex-
penditure oifeetwas
to
its only object
prevent the waste and useless ex-
t was obvious themoney
of the public in foolish undertakings.
pass,
aud
,41. some time must elapse before
could this Bill
hundred railway Riant.wae to be done with the three or four
lap,en beoewtobreeftohrei,Pßairlllica,mmeindt,p
,iduring iah el
af
ew
weeks that must e
To let these Bills
go oat weithotit any check, would be, allowing
the evil to go on the
pressing; but, on the other hand,
of time when it was most
Friemain,d, were they to take the course
suggested by his Hon.
classify
Hon. Friend suggested
that they should do more than these Bills ;he proposed
that they should at once suspend all these Bills from
further progress,
pee ins
of this
some reasonable time should
elapse for the
this Bill- —(Hear, hear.)
It would be better to allow ti.* meetings to be called at once,
n
and the Bills to be stopped• In the first place, before the
petitions could be framed, it was necessary to have recourse to
certainly. attended with some
serious operations, which were
,difficulty. _Most extensive interests were involved
• ift7.- "homy -of ' • these s, apriedliedtheto p rop
relinquishrietors,
" cases, 'Would be
. their projects without having had any opportunity of express-
ingopferthbaepsse, be
Bills advisable
toa
-; • -th'eir assent or dissent. It woeulde
to postpone the consideration of some
, • ' future period, when sufficient time might. be had for the pro-
prietors to decide on the course most prudent to be pursued. It
• • was proposed by these resolutions,
in case the company
intended to be incorporated,that
such meeting
scrip
Was constituted of persons producing
of this
company representing one-third part of the tal proposed to
be raised under this Bill, and it would appear, unless one-fifth
should signify their assent, they would be overborne by the
remaining shareholders. But then the Hen. Gentleman ( Mr.
Bernal) asked, would they proceed on the assent of so small a
number ? To that he would reply, that by these resolutions
an opportunity would be given to all the scripholders to come
forwasd to express their sentiments on the subject. lf,
however, four-fifths of them held back, and only one-
fifth came forward, that circumstance proved that it
we aSt Bill W be entertained. Fe doubt owe might be

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