The Sun.
London, England, 1846-02-09 00:00:00

ing at their minute-book, he could see nothing but blind di-
rection to some master mind, but on the 19th of December
they plucked up something like a spirit, and they determined
to call a meeting, but the same controlling power
prevented their holding that meeting. They ought ,
to make it into Bushe's Direct Railway, from St.
Mildred's-court, through the principality of Wales,
into the temple of fortane.—(A laugh.) He would con-
clude by proposing the following resolution :—" That in
accordance with the recommendation contained in the re-
port, the Company should be immediately dissolved, and
a Committee appointed to carry out that object, and to
procure for the Sharekolders the return of their money with
all possible dispatch."
A desultory conversation ensued as to whether the report
should not be first received.
Mr. BATES said he would not recommend the dissolution
of the Company if he considered the scheme practicable ; he
would; therefore, second the resolution for the dissolution of

the Company.
Mr. DAVIB said, as one of the committe of inquiry, that
they would like to hear gentlemen on both sides.
The CHAIRMAN rose to make explanations on several parts
of the report as to the deposits. He said they were usually
paid into the Bank of England. On drawing money, Mr.
llanbury was in the habit of countersigning the
orders, but at the time mentioned in the re-
port he was absent in the country, therefore it was
that the chief secretary was called on to countersign
the cheque. Again, the directors actually paid their money
one month before the rest.—(Hear.) The engineer had
deceived them ; he had gone off to Belgium, and left the
directors to defend him as they could.—(Laughter.) Mr.
Wright had positively said he could construct one of the
prettiest of railway lines, and at an expense of 12,000/.
a mile. The surveyors' report was incorrect ; the
length of tunnelling it was found would be much greater
than reported; and instead of a gradient cf 1 in 100,
there was often lin 50 and lin 75. He would not defend
the engineer's, nor would he the solicitor's account.—(Hear,
hear.) He believed that when they heard a case, which
would be read in the course of the meeting, they would ap-
prove of the directors paying in the deposit to the Ac-
countant-General. The Company had not lost anything by
so acting; for, last week, their Exchequer-bills would have
been sold at 205., this week they would bring 40s.—(Hear,
hear.) He sat down with thanking the meeting for their

attention.
Mr. COURTEICAY then moved that the report of the com-
mittee should be received, which was seconded by Mr.
SAMUEL, and carried unanimously.
The resolution moved by Mr. Courtenay at a previous
stage of the proceedings was then read, which was that
the Company should be di•solved and the money
returned to the shareholders with all expedition.
Mr. BATES considered that the undertaking would not re •
turn them 214 per cent. during the present generation. He
referred to the fact that Mr. Wright, who had surveyed the
line, and the solicitor, who was resident in the district,

Lad neither of them taken the shares reserved for them

which he (Mr. Bates) considered a fact demonstrative
against the project. The tunnelling and the gradients on
the line were extravagant. Mr. Wright's estimate of the
tunnelling had been 351. a yard, but was not certain that,
from the absence of materials and masonry for the con-
struction of tunnels in that district, it would cost less I
than 50/. Mr. Bates was proceeding to speak of the '
traffic to be expected, when he was interrupted
by several calling out to " be short !" He was
certain they would break, down before Parliament, on
the traffic returns.—(Cries of " Oh, oh ! we don't intend to
go there.") Parliament had reduced the rate of toll, and
be:ides, he was certain that no line could pay by luggage
traffic. The gentleman sat down by seconding the re-
solution.
Mr. HOPGOOD said, as one of the committee, he wished
to impress on the minds of the meeting how much the com-
mittee wished the directors should have every opportunity
of reply. He had adopted the report as true, but though he
had done so he was very anxious to hear any defence or
explanation the directors had to make.
Mr. J. RUSSELL, one of the directors, stated that at great
inconvenience to himself he had attended this meeting, and
he challenged any person present to impute to him anything
but what was perfectly honest and straightforward in his
conduct with reference to this Company. He said that his
avocations in life. led him to acquire as great a knowledge of
railway making as any member of the direction, and he con-
sidered tht the scheme would be of a profitable nature. He
had pressed upon the engineer to send in his plans and sec-
tions. When he saw them, he was astonished at the
amount of earthwork which was necessary to be removed.
He then told the directors his fears, and proposed to call the
shareholders tegether.—(Hear.) For some reasons which
he did not know, his suggestion was not carried out'. •Sub-
atquently, at a meeting of the committee held in London, a
paper was put in concerning the necessity of every member
present qualifying himself as a director. He then stated
that, whether the scheme proved profitable or not, he ,knew
the worst of 100 shares. He said he had promised to take
shares to that amount; he would do so, and those shares lie
would keep. He was willing to do everything that was re-
quired of him as an honest and honourable man.
Mr. Busing proceeded to re ,d the statement of the facts of
the case laid before counsel for advice, as to whether the
directors should proceed under the deeds to pay the deposits
necessary over to the Accountant-General, whether they
should proceed with a petition to Parliament, and prose
cute that application, whether if the directors did not pro.
evil and prosecute such application they would incur under
the deeds any and what liabilities, and, lastly, whether A
majority of the shareholders could dissolve the Company.
Sir John Bayley gave it as his opinion that ' the di-
rectors were bound to pay the deposits, and to
proceed with and prosecute the application to Parlia-
ment, and that in case they should not do so
tl.ey would incur great liabilities, and be resronsible to all
the shareholders for all the expenses incurred. Lastly, that
a majority of the shareholders at the present stage of the
proceedings could not dissolve the Company.—(Cries of dis-
approbation.) Mr. Bushe proceeded to remark on the report
of the committee. He did not think the expenses incurred
by the Company were extravagant—not even equal to those
of other lines, and he desired that his own accounts might be
taxed to the last shilling.
The CHAIRMAN of the Committee said the question before
the meeting was, that under the state of things mentioned in
the report, the Company should be dissolved. The committee
had not complied with the request of the directors that
morning to meet them to hear Sir John Bayley's opinion,
because they wished to come with clean hands and render
his account to the meeting.—(Hear, hear, and cheers.) He
would put it to the chairman and to Mr. Bushe, whether, in
all the instances of railway meetings, the directors had not
bowed to the majority. A legal opinion had been read to
them that the directors ought not to give up the affairs of
the Company. Ought the meeting to submit to that ?
(No, no.) He begged to ask the directors whether they
would abide by the legal opinion, or proceed to dissolve the
Company ?—(Cheers.)
The question was then put to Mr. BUSHE, who rose and
said that, with the opinion of such an authority in his hand,
he could not, and would not, contradict his professional su-
perior.—(Cries of " Oh!" and disapprobation.) '
Mr. COURTENAY then put the question to the directors in-
dividually, whether they would abide by their legal adviser,
or go with the majority ?—(Cheers.)
The CHAIRMAN of the Directors said he would not answer
the question individually.—(Cries of disapprobation.)
Mr. Counmstny was sure Mr. Russell wotild give an
answer.
Mr. RUSSELL said he would.—(Hear, hear.) He as a di-
rector would ge with the majority; but he legged they
would consider the position in which they were. If it was
possible to suggest any mode of extricating themselves he
for one would adopt it. Mr. Russell as an individual
suggested the sending of circulars to the shareholders, and
requesting them to assent to a dissolution.
After some interruption, Mr. DUNLOCK suggested that
those who wished to retire should have their money, and
those who were for going on should have the power. He
begged Mr. Courtenay would add that alteration to his re-
solution.
Mr. CounemisAy thought that such a negotiation would
be perfectly impracticable in such a meeting as that. He
would rather press his resolution as it was.
Mr. COURTENAY sat down, but immediately after rose, and
said a most important communication had been made to biro,
which showed him the evil of not having the deeds sub-
mitted to them. Mr. Pritchard was in the room, and had
made a pencil extract from the deeds.—(Read,, read.)
Mr. PRITCIIARD said that the deed, in defining the powers
of the directors, maintained that they should have a power to
determine how and to what extent the project should be car-
ried, or deferred, or abandoned.—(Cheers.)
Mr. CoußTENAY—Wherefl,re the opinion they had had
read to them?—(Cheers and confusion.)
Mr. BUSHE rose and said, the expressions alluded to had
been submitted to Sir John Bayley's attention, specially under-

scored. tc
'The CHAIRMAN said he and the directors had no wish
go against the shareholders, but they naturally wishedt a
i,toi
cover their own responsibility. What kind of apo
would they be in if the resolution were carried? H esal( 11t:
could not put such a resolution, and left the chair, a i
Mr. Laurance was called on to preside. He then read the
resolution, which ran as follows :
" That, in accordance with the recommendation contained
in the report, the Company be immediately dissolved, and a
committee appointed for the purpose of carrying out this im,
portant object, and to procure a return of the money to the
shareholders with all possible dispatch." !
'rhe resolution was put and carried unanimously.
Other resolutions refiectingontheconductof the directors of
the Company, and to give effect to the one fi,r dissolving the
Company, were agreed to, when the meeting, which was a
very stormy and excited one throughout, brake up.

T.ll

LAW INTELLIGENCE.
VICE-CHANCELLOR'S COURT, Feb. 7.
THE MAYOR AND BURGESSES OF LOUTH V. THE WARDENS
OF THE FREE GRAMMAR-SCHOOL OE LOUTH.
(Before the VICE-CHANCELLOR Of ENGLAND.)
His Honour the Vice-Chancellor of England sat to-day
in his Court at Lincoln's Inn for the purpose of hearing
the further arguments in the part- heard case o the
Corporation, which has already occupied the Court se-
veral days. In the course of the morning several appli-
cations were made in railway matters.
THE MANCHESTER AND BIRMINGHAM CON-
TINUATION AND WELSH JUNCTION RAIL-
WAY.
On the motion of Mr. ABRAHAMS, a sum of 37,8471.,
paid into Court in this matter, was ordered to be laid out.
EAST AND WEST OF ENGLAND RAILWAY.
Mr. ABRAHAMS moved that a sum of 31,7001. paid into
Court in this matter should be laid out.—Ordered.
OXFORD, SOUTHAMPTON, GOSPORT AND
PORTSMOUTH RAILWAY.
Mr. ABRAHAMS moved in this matter that a sum of
51,060/. paid into Court should be laid out.—Ordered.
NORTHAMPTON, BAR A NBURY, AND CHELTEN-
HAM ILWAY.
On the motion of Mr. MONTAGU, a SUM of 43,6001.,
paid into Court in this matter, was ordered to be laid

out.
NORTHAMPTON AND BANBURY RAILWAY.
Mr. MONTAGU moved in this case that a sum of
31,6001., paid into Court in this matter, should be
laid out —Ordered.
WINDSOR, SLOUGH, AND STAINES ATMO-
SPHERIC RAILWAY.