The Sun.
London, England, 1858-08-19 00:00:00

RAILWAY ANTELLIGENCE.

GREAT NORTHERN.
Mr. Mowatt, the late secretary of this company, has just

pation of the
sued a letter to the shareholders antici

alf-yearly meeting of Friday next. Having stated that

Le was dismissed through the hostile feelings of Mr. Deni-

son, " and that it was not justified by any reasonable
ground, has been amply shown after a long and painful
investigation by the verdict of an impartial jury,"

Mr. Mowatt states that he originally fell into dis-
favour with the chairman by opposing his views and up-

folding the interests of the shareholders. He 'did his best,

be states, to stem reckless expenditure and prevent extra-

vagina guarantees, but without success. He states that so
long ago as 1848, when the law costs had amounted to

£284,000 in a period of four years, he supported a
plan for having a resident solicitor on the company's

premises, delis, stationery, moneys out of packet,

Scc., to be charged direct against the company, but
was overruled by the chairman, who proposed that the
secretary's salary should not exceed £6OO a-year,
and that the then secretary be requested to resign. The
motion fell to the ground for want of a seconder, when Mr.
Denison resigned the chair; but subsequently allowed him-
self to be re-elected, when "his power was mere absolute
than ever." He then states that as early as April, 1855, he
had reason to believe there was something wrong in Red-
path's accounts, and wrote for explanations, which he did

not receive until the 29th January following, when he called
Mr. Denison's attention to them; but it was not until

October of that year, after two half-yearly meetings, at
which Mr. Denison had declared his conviction in the
accuracy of the accounts, that a statement was obtained
which showed a discrepancy of £137,000 in the proper
amount of stock, and on the following 27th January the
board passed a resolution thanking Mr. Mowatt and Mr. C.
Oakley, the assistant-secretary, for their persevering con-
duct in bringing to light the frauds of Redpath. Mr.
Mowatt then alludes to the charge of not checking the
warrants prior to placing his signature to them, which he
states would have bean a physical impossibility with
the time allowed for their issue, and then concludes :
" The charges which I have already referred to had been
brought against me by parties whose information was super-
ficial, and whose animosity was strong. They bad never
been alleged against me by any member of the board.
During the whole period of my secretaryship, whether be-
fore or since the Redpath frauds, no hint had ever been
dropped to me by any director that it was my province to
have checked the warrants, or that I had been guilty of a
breach of duty in not doing so. Upon this point Mr. Baron
Bramwell, in charging the jury, remarked as follows:
" 'Now, gentlemen, the evidence, if one looks at it, is
this—in the first place, you have Mr. Mowatt's oath on the
matter. " For 12 years I have been doing this thing in
this way known to the directors, who have continually seen
me doing it, and they did not tell me it was wrong." That
is entirely uncontradicted. Mr. Bovill says that be is con-
tent that you should take Mr. Mowatt's statement of fact,
and form your own judgment upon that.'
" The first intimation of the kind I ever received from
the board was by the resolution which I am about to set
forth on the 22d December, 1857, and which it will be con-
venient to call the Redpath resolution. At that time I was
certainly entitled to conclude, and I did conclude, that I
had beard the last of the charge in question from any quar-
ter; to suppose that it would be then brought against me
for the first tine by the directors never for a moment en-
tered into my mind. At the stormy meeting-of the Ist of
December, 1857, Mr. Greening's motion for a vote of cen-
sure upon the directors in respect of the Redpath frauds
bad been rejected, and Mr. Scott's amendment imputing
blame to me had been withdrawn—the reasonable conclu-
sion was, that these criminations and recriminations were
at an end for ever. My relations with the chairman were
apparently never so friendly. I bad some time before been
entrusted with about a quarter of a million of money, to
replace the forged stock, and this responsible operation I
had just brought to a successful close.
" Such was the state of things on the 22d of December,
1857. At the board meeting of that day a personal question
arose respecting the recent altercation that had taken place
between myself and Mr. Waters. I was requested to retire,
and on my return, after disposing of the personal matter,
Mr. Denison proceeded to state that the board bad also been
discussing the conduct of the officers who were responsible
or blameable in respect of the Redpath frauds, and had
requested him to read to me the following resolution :

" THE REDPATH RESOLUTION.—BOARD, DEC. 22,1857.
" The investigation of the Redpath frauds being now
completed, and no further light being likely to be thrown
on the subject, the board feels bound to record their opinion
that although Mr. W. H. Clark, the registrar of the com-
pany, during the six years of the continuance of Redpath's
frauds, was most culpably negligent of his duty, and but
for such negligence the frauds must at once have been de-
tected, if they had ever began ; and although the board are
also of opinion that Mr. Reynolds, the late accountant,
ought to have noticed and reported to the directors much
sooner than he did the discrepancies between his own
accounts and the statements given by the registrar; never-
theless the board is clearly of opinion that the frauds must
have been discovered long before if the secretary had not
signed the dividend warrants sent to him by the registrar
from time to time, without taking any measures whatever
to check or record the amount for which he signed, and that
he therein failed in the performance of a most important
duty.'
" I do not know that I was ever more surprised and hurt
than when I heard this resolution read. I remonstrated
against it at the moment; I remonstrated against it with
Mr. Denison privately in the strongest terms. He advised
me to make light of it. I felt that I could not do so con-
sistently with what was due to myself. If that resolution
was allowed to be entered uncontradicted on the minutes of
the company, not only was my official character for com-
petency and vigilance ruined, but the foundation was laid
for dismissing me at any time. I resolved temperately but
firmly to submit to the board a written statement of my
own case, and I did so on the sth January, 1858, the next
board day, in the following letter :
"THE SECRETARY'S LETTER OF PROTEST OF JANUARY
5, 1858.

" Gentlemen,—The board on the 22d ultimo having
passed a resolution recording the opinion that Redpath's
frauds must have been discovered long before they were bad
I not failed in the performance of my duty, in having
signed the dividend warrants as sent to me by the registrar
for signature, without taking measures to check them, or
record the amount I signed for, and feeling myself wronged
by that opinion, I beg leave respectfully to submit this my
protest against it, with the following observations:—
"' Never was I more taken by surprise than when the
chairman read to me the resolution on my being recalled to
the board-room, after an absence of nearly two hours, hav-
ing been requested to withdraw oa the board proceeding to
discuss quite a different subject.
"' No intimation had been given to me, and I was not
aware that the board had intended to call in question any
part of my conduct, after all that had transpired and taken
place with respect to Redpath and his frauds, in the inter-
val from the discovery of them in November, 1856, and I
am persuaded, if all the facts and attendant circumstances
were known to the several members of the board they would
be of a different opinion to that of the 22e1 December.
" r I do not admit it to have been any part of my duty,
as secretary, to examine, or check, or record the amount of
dividend warrants when brought to me for signature, and
before signing them ; to have done that would have been
inconsistent and incompatible with the mu! iferions duties
properly belonging to my office; as well might it be required
of me to examine and record the general accounts of the
company, for the payment of which I have to sign some, and
to countersign others of the drafts on the company's bankers
daily, and numbering many thousands a-year. The divi-
dend warrants prepared by some, and examined by en her
clerks in the Registration Office, were finally checked by
the registrar personally before that officer brought them to
me for signature; and half-year by half-year, and con-
stantly during the performance and issue of them, I La-
pressed upon the registrar the necessity for the greatest care
on his part, and that officer as invariably and repeatedly,
when bringing to me the warrants for signature, assured
me of their accuracy, and of the pains taken by his clerks
and by himself to ensure it ; and in the printed evidence of
Mr. W. 11. Clark, the late registrar, before the Giesler Corn-
mitteeof Inquiry,Pages 4 and s,he stated that he brought tbern
to me believing them to be accurate, and leading me to
believe they were. It must be understood, too, that lam
not alone in the position of being obliged to adopt, and ac
cept as correct, documents brought to me for signature ; for
instance, the accountant necessarily depends upon the store-
keeper to certify that the goods for which bills are presented
for payment have been duly received, and also the engineer
for works done ; indeed, the system is the same throughout
the service, and necessarily so, otherwise responsible heads
of departments would be fallacies, and all responsibility would
centre in the secretary, merely because he is the authorised
officer to sign the order on the banker to pay, as the final
act in the transaction.
"' It is right, further, to add, that a full and correct re-
cord was made of each warrant before it was issued, and that
such records still exist, of which I was always aware, and
often in the course of business referred to.
" In the natural order of things, the check upon the
Registration Department was that f the accountant, and
there alas every reason to believe that this test was in con-
s ant operation, because it is within my knowledge that the
accountant and the registrar constantly communicated with
each other with the view to adjust their resin ctive Recounts.
"' It must be further observed, that the check in force by
nine principal railway companies lately visited by Mr.
Gr nling, the acting registrar, by order of the direct( re,
therefore:vas precisely
fairtic, e
suppose,
same as in this company, and was, it is
tors and officers of those considered efficient by the
companies,direc-
and surely then it ought
net to be alleged that I was wanting in foresight or attention
in permitting the system to continue when such evidence is
adduced that it was the practice generally, if not universally
followed.
," In every one of those nine companies, the secretary
-igned the warrants without any further examination by
himself or by any staff under his control, and so far as simi-
larity of practice is any jus'ification, I am certainly entitled
to exoneration from blame or censure.
" In the desire to avoid being tedious, I alk,tain as much
as possible from going into pariculare, to show the inutility
of any cheek that under the circumstances I could have
established, but, perhaps, it may be as well to mention that
aatrtra:its it would issued,onlodf
not
Re ne d ,
I should have been entirely dependent upon the accountant
fur the figures to compare with the amount of the dividend
as that officer's books had, by the re-
presentationaavteh ,b
been
ne
natlitle
there d tloatstueirt
endtho of seoflB3thie
that any have v:hboeweend itselfdetected.
in
"'ln the
daolnruignompanies afford•
loc
otaautati indndtdtauhnNseteoforuntl
hl afterf.olor,vdetection and
the account.rnt's books; it is therefore obvious that the
:.;131s'yemadda,d(t)hpatetdinwtaisiee
ny
eest
thrnat paymentCt was and
will
oantionns sblyititichieenact
siperrer examination
Neither can I admit that I am deserving of blame
lycause the system in vogue in this and other principal
^ ay companies turns out to be insecure.
"ig It was universally supposed to be efficient, and its
radical failure in this company ought not to be wholly
ascribed to its unsoundness, but because it was nut faith_
ful,y carried out in its integrity by the registrar and the
accountant.
Committee, but not pub-
lishedsler
pamp.hletP, the one "C" was given in
evidence by myself
report, the other marked "D ' and
or noticed in the
addressed by Mr. Grinling, the
" 'Annexed are
to
othe
Giesler
" E," COD tai ning
dated 27th November to
acting registrar,
Denison, the chairman, and "
of his, Mr. doling's examina-
myself, recording the result
11V‘ p"
a pdeartse d
E 2 3,,d November last to Mr.

THE SUN,

tion of the systems of registration of the nine other railway
cowponies he was instructed to visit and :port upon.
These pamphlets confirm my statements in all parti-
culars.
" Although by the foregoing explanation I may not be
so fortunate as to succeed in convincing the board that I do

not deserve the imputation cast upon me by the resolution
of the 22d December, my conscience acquits me of the blame
imputed, and tells me that during nearly 14 years I have
held my office, my arduous, varied, and incessant duties have
been performed to the best of my ability, fearlessly and
faithfully with a view to the company's interests only, and
oftentimes under circumstances of difficulty and discourage-
ment few holding a similar post can have had to contend
with, and that, therefore, were my services appreciated I
should have been spared the pain of having thus to write in
my own vindication.—l am, gentlemen, your faithful hum-

ble servant,
(Signed) "J. R. MOWATT, Secretary."
" Such was my letter of protest : it was meant as nothing
more than a firm but respectful statement of my own case :
whether it deserved censure I leave you to form your own
opinion. The following passage from Mr. Baron Bramwell'.
summing-up at the trial, will sufficiently show you in what
light it was viewed by that acute, able, and impartial judge :
" He (Muwatt) wrote a letter, which you recollect Mr.
Chambers real in his opening; it was read as 3oe of the
documents, arid we stopped Mr. Bovill horn t lading it a
third time, and which I feel myself precluded f am reading
again to you, but I have no doubt it is fresh fa your recol-
lection. Now, a more reasonable letter than that fora man
to write I cannot conceive. He says, you have brought a
complaint against me; you say that I ought to have done
something, con have given me no opportunity of being
heard before you passed that condemnatory resolution, let
me now protest and give you my reasons with all civility,
regretting that he should have occasion to do so, and really
writing in the most civil way in which a man can possibly
write who is minded not to plead guilty, which silence
would be, to a charge which he believes to be unfounded.
What upon earth could any fair and reasonably-minded
man see to find fault with in that letter; I really cannot
understand it. It is to my mind one of the strangest things
in the world. One would let a dog, if I may say so, make
an apology far himself if you brought a charge against him.
He would be beard in his defence at all events, and if not,
it is worse than Rhadamanthus. If you do not hear him
before you punish him, at all events hear him after you have
castigated him. But they say no, you shall not be heard
before your sentence or after it. I must say that to my
mind is as unreasonable a thing as can be.'
" Such was the view taken by Mr. Baron Bramwell ;
such was not the view taken by Mr. Denison. At the next
board meeting, 19th January, 1858, he called the attention
cf the board to the letter, and moved a resolution, which,
after commenting on various points of the letter, discussing

the question of the Redpath frauds, and the duties of the
several officers in connection therewith, and remarking
'that the directors are quite ready to acknowledge the
honesty, zeal, and fidelity, with which they have every
reason to believe he (Mowatt) has always served the com-
pany, concludes thus :
', ' The secretary's letter, however, raises two questions
of much more consequence than that, being, in fact, no-
thing less thin these :
" ' Ist. Whethei the duties of the officers of this company
are to be defined by themselves or by the board.
" ' 2dly. Whether the directors are to be at liberty to
censure any officer fur what they may consider neglect of
duty or misconduct, without being immediately rebuked by
him for their interference or expression of their opinion, and
for disregard of his feelings; such an issue can be deter-
mined only in one way by any board who mean to remain
directors instead of being the servants of their own officers ;
and the directors therefore feel that they have no indepen-
dent or respectable alternative but to decide that Mr. Mowatt
cannot be allowed to retain the office of secretary of this
company—at the same time Mr. Mowatt is informed that,
although his services cannot be retained for the reasons now
stated, be is net to be considered as dismissed for any mis-
conduct, and that he is at liberty to resign and to retire
within a reasonable time according to his own conve-
nience.'
" On this resolution of the 19th January, 1858, Mr.
Baron Bramwell thus expresses his opinion to the jury :
" ' Although I hold that in point of law, if the resolution
(i.e.,,, the Redpath resolution of 22d December, 1857) was
bona fide, it was reasonable, I cannot help thinking that
you will not consider that the resolution which was passed
condemning him for having written that letter was a rea-
sonable one. For my own part I think it was an excessively
unreasonable one. I think they ought to have heard him,
and not made any complaint against him for having done
so. That was the exception which I told you I thought
existed to the resolutions.'
"Unreasonable, however, as Mr. Denison's motion was,
and reasonable as was the letter which occasioned it, Mr.
Faber, his son-in-law, moved as an amendment that ' the
secretary be asked to withdraw his letter,' which he, upon
a remonstrance by Mr. Denison, altered to ' that upon the
letter'secret.ar y
Aasking
offencepermission, hfee:sbeed
professedly
t allowedakent,onnwdi thldhranwd his
in-
tended none, I was prevailed upon by my friends to with-
draw the letter, upon the clear understanding that the
matter would be allowed to drop. Permission to withdraw
it was given. Mr. Denison consented not to press his mo-
tion for my resignation, seeing that the feeling of the board
was decidedly against him, notwithstanding he had previously
canvassed the motion over (as he himself informed me)
and obtained the concurrence to it of his party in the direc-
torate, not one of whom seconded it, it being left to Mr. F.
Parker to do so, to Mr. Denison's subsequently expressed
anno3ance. In point of fact, as Mr. Astell observed, he did
not dare to pat either Mr. Faber's amendment er his own
motion ; but he expressed himself satisfied, and an entry to
that effect was made in the minutes. My friends congratu-
lated me on the result. They declared, and I was credulous
enough to conclude, that ' all disagreeables,' to use Mr.
Faber's expression, ' were now over ;' and, as if to assure
me that this was the case, Mr. Denison and Mr. Packe came
to my room the morning following the board to consult
me upon important financial operations, arranging for
me to accompany Mr. Packe to see the Governor of the
Bank of England, and they were unusually cordial and
polite. I ought to have known Mr. Denison better. The
general meeting of February 19, 1838, passed off, as many
of you will recollect, with remarkable tranquillity. Mr.
Packe (in Mr. Denison's absence) lock the chair, and in
reference to the Redpath frauds (the only allusion to them
that was made), expressed his trust ' that the very name of
Redpath was forgotten and buried for ever.'
" I bad no reason therefore to suppose that I should hear
anything more on the subject of resignation. I was soon
undeceived. I had intimation of a hostile movement being
intended against me at the board of the 11th March.
Nothing, however, transpired at the board; but after it,
Mr. Packe and Mr. Alderman Meek asked to speak to me
in my own room, and told me it was the expectation of the
board that I would resign; but they concealed from me the
fact that Mr. Denison had addressed a letter to Mr. Packe,
which had been shown to other directors in the board-room
that day, from which the directors could only understand
that, as he was not supported in his movement against the
secretary, he would resign the chair, and retire from the
board—in point of fact, it was 1848 over again. As lof
course declined thus to pass judgment against myself, with
the Redpath resolution still on the minutes of the board,
Mr. Packe by letter,on the 23d of March, requested that I
would circulate the following notice for the board meeting
of the 30th :
" ' Mr. Packe will move—That after the late discussion
at the board, and no resignation having been received from
the secretary, that the appointment of J. R. Mowatt, as
secretary to this company, be cancelled.'
" In the meantime I was advised by Mr. Pym, Col. Dun-
combe, and other friends, not to think of resigning,
although one of the considerate suggestions brought to me
as a message from Mr. Packe was, that I might resign on
the plea of ill-heath, and Mr. Denison sent me word that
he would be satisfied if I promised to go by the 30th June.
thehep
March
erasedeoasarercnd
aconudldh
e onlyw a
sg
ne t .
tftsoumrehtifitstehrh that the
howt huaoetgu
brought
would
se
oubs
I saw Mr. Deniscn, and in answer to any remonstrances
nteeidop.ttt
hroweesrnmeent whtb.nieti3olinHgt
aMwra.rl3. aclkle)a'esstnraoptiidonly
only the following ten of the sixteen on, there
Packe
in the chair; Major Amsinck, Mr. Burkill, Mr. Chaplin,
Mr. F. Parker, Mr. Walker, the Hon. Col. Duncombe,
M.P., Mr. Astell, Mr. Pym, Mr. Paull. After a warm
discussion, in which the four last named gentlemen did me
the justice to speak in my favour in a manner for which I
must ever be most grateful, the motion was carried by five
votes to four, viz. :—For—Major Amsinck, Mr. Burkill, Mr.
Chaplin, Mr. F. Parker, and Mr. Walker; against—the
Hon. Col. Duncombe, M.P., Mr. Astell, Mr. Pym, and Mr.
Paull. Mr. Packe did not vote.
" Thus by a section of only six out of 10 directors, and by
a majority of one vote, I was dismissed.
" On Mr. Packe declaring the motion to have been car •
ried, I immediately rose from my seat at the board table,
and said, 'The motion being carried, I am dismissed frotn
my office, my functions cease, and I shall withdraw.' I
threw down my pen, deliberately walked out of the board
room, and after making a few necessary arrangements in
my own room, left for Kingston, where I had to give evi-
dence
at the assizes in a case affecting the interests of the
company. I next evening received a letter from Mr. Sey-
mour Clarke, the general manager, telling me that the
board did not desire that I should leave until the 30th of
June. The wretched quibble was pleaded in defence, that
' cancelling' my appointment was not ' dismissal.' This
was, of course, overruled by the jury. What the judge's
opinion on the proceeding was is obvious from the following
passage from his summing up:—
" ' This case has excited a good deal of feeling on tine
part of the plaintiff and the learned counsel who appear on
both sides ; arid I do not wonder at it, because one cannot
e ability,
that
t he I i integrity,
ti
t way honesty
to get
rida amid d o
f him industry,
is i
by
toe
at
help sayit g that, after fourteen years' service, where a man
has conducted himself, as it is admitted f, oin beginning t.
doesend, seem with
zeal,
different mode from that which was adopted in this case. I
cannot help saying so.'
" Such was the termination of 14 years' faithful service.
Such was the tu intnpli of Mr. Denison over the man of
bwehfoorme,thnen Gieslerthe
2 9
Co
t hAminamyi't 1857, he had spoken as follows
tee :
"3,793, p. 6'3.—'.—' I (Denison) most say
with regard to the
secretary, that I never knew a better officer in my life.'
" ' I must say for Mr. Mowatt that I don't believe a more
ilonest, intelligent, bard-working man exists. I think I
should do him injustice if I did not say so much for him.'
"3,794, p. 63. Mr. Walker, the director
,present, as a
member of the.Giesler Committee, here said, As far as my
observation goes, I think you (Denison) do him (Mowatt)
no more than justice in saying that.'
"3,797, p. 65.—' I (Denison) am bound to say that I can-
not speak too highly of Mr. Mowatt. I think he is es
honourable a man as ever walked.'
" ' I must sac I (Denison) do not see how the business
can be more regularly or cautiously conducted than it is (at
the board), for that is always under the control of the
secretary, and it is on that account I cannot speak too
highly of his services.'
" (Some of this evidence was not published by the com-
mittee.)
" I will not detain you with the circumetances n
conected
wi.h the action at law. I felt, and my friends felt, tlit I
had no alternative left than ei•lier to sit down.silent, ruined
by the stigma of having been dismissed c s
justifiabl.! grounds,
or to establish, before Vie sole t. auntie! open to me, that my
dismissal was wholly unjustified, and my character for official
competency unimpaired.
't The writ was issued on the 15th of April ; the cause wa,
report.,:ece i el
asAmt
la;
tried before a special pity at Chelmsford on the 221 and
-23.1 of July. Every effort bed been used by the defendants
to prevent the trial coming en. They had put pleas on the
record, which extended over upwards of 350 folios; and so
tate as the Friday preceding the trial they harassed me by
varying and adding to their pleas, putting in amongst Whets
the absurd ellegation that I caused a loss to the company of
'upwards of £lOO,OOO. Ingenious demurrers on pilots of
law were also resorted to by the company with the view of
reteohegareliltteisii,el
preventing, if pt ssible, my submitting the case, on its
challenged,
to e
dt
,I
withtem jury.rse r a
IN
Denisonlor fn.
..Denison,crs nf t
he Mr.
GreatPacke,
Northern NI r . Meek,nnd
other railway companies,
the
pleas
were,
esta-
blished, their case being rested
had been clearly pointed out in Mr. Grinlingw's
did net dare to go into the box
opnresent at the trial, but though
himself or call a single witness. '
case, conducted with consunimatterearg abilityt arguments tyis srev.rhemo se fallacy
Ws, was fully and fairly laid before the jury ; as fully, at