The Sun.
London, England, 1867-04-19 00:00:00

NEW BLACKFRIARS-BRIDGE.

long patienee of the public with regard to
3s steam
appear engines,
in
veryes
,
this noble oble structure is likely to be rewarded in, say,
about two years time. To those who go over the
aincessantly works, where 2
ds of 600 men hew the
great cranes,
blocks
and
puffing or roar-
icnhga,o
where
aup
\N
granite from dawn till dusk, and
where whole companies of divers work in relays at
oas : of "travellers" avellers" are always
the bottom of the river by night and day, the chance
labour
btohurba
e remote.
completion
still could have been effected, but for peculiar
Inb ee,e
reality,ao 'ready
dh
however,
y accomplished, and much
e work might
the great mass of the
the •
engineering difficulties in sinking piers, owing
to unforeseen alterations in the bed of the river. As
it is, both the abutments have been completed.
These are made of a thickness of no less than 56ft.
of solid brickwork; and, in fact, the abutments may
be said to consist of the counties of Middlesex and
Surrey, for, unless the counties slip the abutments cer-
tainly can never stir. Every vestige of the old bridge
to the lowest stone in its foundation, has been re-
moved, except in the case of one pier, which, being
most conveniently situated as a landing stage for
materials, is still retained. Of the five piers of the
new bridge, three are perfectly finished up to where
the spring of the wrought-iron arches will com-
mence. Three out of the five wrought-iron arches,
too, have already been delivered in London, and
the first ribs of the first arch on the Surrey side
have been actually fixed. The granite columns
which will surmount each pier are on the spot,
though not yet placed. More perfect specimens of
workmanship than these colossal plinths it would
be difficult to conceive. There are ten of them
in all, six
weighing 30 tons each, and four no less
than 40, all of the finest red granite from the
Isle of Mull, and each was turned and polished in a
single piece.
Of course, these immense blocks are
but the segments of columns, hollowed a little from
behind to make them lighter. Had they been solid
and perfectly circular they would have weighed
nearly 100 tons apiece. They are nearly 7ft. in
diameter, and about 12ft. high. Such a proportion
of breadth to height might by the mention of the
dimensions appear ungainly, but these great plinths
of granite in picturesque effect will really form only
part of each column, for all are to stand on massive
and richly carved pediments of white I'ortland
stone, while very lofty capitals of the same mate-
rial, but still more elaborately carved, will form
their summits. On the upper or western side of
the river the ornaments will consist entirely of
river plants ; on the lower or eastern side they will
be composed of sea-birds and sea-weeds only. All
parts of these columns are formed of blocks of such
weight that a special " traveller" of immense
strength has been constructed to fix them in their
places. The style of. the whole structure is to be
what is termed Venetian Gothic, and we think that
when completed the verdict of the public will be
that the bridge is the finest of its kind in Europe,
not even excepting that at Westminster.
Just now the works are being rather retarded by
an unusual difficulty in getting down to proper
foundations for No. 4 pier. Since the old bridge
was built the bed of the Thames seems to have
altered considerably. Places where the Londcn clay
was hidden many feet below the surface have
been almost denuded of their superstratum, while
ia other parts where it lay near the surface

it has been silted over deeply. It is on one of
these spots last referred to that No. 4 pier is
now being sunk. The method of sinking a
pier is exceedingly simple. Wrought iron caissons
are sunk between guiding piles over the exact
site of the intended foundation. As these sink
by their own specific gravity into the mud, other
rings or bands of iron are bolted to them from
above, and with the increasing weight of these the
tube—for such, in fact, a caisson merely is—keeps
sinking deeper and deeper till even weighting it
with masses of iron ballast will get it no further
down. The divers then descend and dredge all rub-
bish in the interior, and this source of friction on
its downward passage being removed from the in-
side, the tube is again weighted more heavily than
before and forced to sink lower day by day till it
sinks well into the compact, brownish-looking sort
of cement, which is called the London clay. Once
this is reached the bottom of the tube, of course,
becomes perfectly sealed and watertight, and there
remains nothing but to pump out the water from
the tube itself and send the men down to build the
foundations at the bottom. Just now, it is said, in
the case of No. 4 pier, the work has been delayed
from the excessive depth under the shingly gravel
at which the blue clay on that spot lies. Large
parties of divers are employed in relays, so that the
task of dredging out the mud and shingle never
stops either night or day. Still, in spite of every
effort, working under water and with divers only is
as slow as it is expensive, and some weeks may
elapse before the tube can be forced into the clay
and the task of pumping the water out and building
the foundations within it begin. Incredible as it
may appear, some of the divers here employed actu-
ally remain down their whole tide of five hours
without once coming to the surface, and this often
in the coldest weather. In fact, it is quite voluntary
with the men whether they take the rest or not,
since it makes no difference in their pay, which is
at the rate of 7s. 6d. a tide, and nearly all work two
tides a day. They have, however, to live far more
expensively than ordinary workmen, for the ex-
hausting nature of what seems their dangerous call-
ing requires a diet of the most generous kind to
enable them to stand their work. Yet we believe
we are right in saying that, though during each year
there are hundreds of divers almost constantly em-
ployed, there has been only one instance of a fatal
accident among them, and that arose from disease
of the heart, and happened to one who was only just
beginning to learn his duties under water.
No. 3 pier, counting from the Surrey side, is
much more advanced than No. 4, for the caisson is
very well down and into the London clay. Here,
therefore, the work of building in the pier will very
soon commence. It need scarcely be said that all
parts in all its various stages go on simultaneously.
Thus, while No. 4 pier is being sunk, No. 2 is being
built up to the springing of the arches, and, as
No. 2 advances, the bed-plates and iron-ribbed
girders of the arches are being affixed to No. 1.
When, therefore, the first and second arches are
complete in all their ironwork, the third andfourth
piers will be ready to receive theirs.
The arches between the piers will be entirely of
wrought iron. There will be nine ribs or main
girders in etch arch, and these will be connected
together by powerful cross bracings. Over these
ribs again are to be laid the " buckle-plates," which
have been used with such success in Westminster-
bridge. On this upper iron roadway will be laid a
deep coating of cement, and, over all, the ordinary
stone paving, such as is used on all the great main
bridges. Each rib-girder is formed in five pieces,
and varies in depth from the springing of the arch,
where it is about 6ft., to the centre, where it tapers
off to about 4ft. Of course every rib has been
tested, and the whole bridge is to be built on an
estimated strength of something like ten times the
weight that can ever come upon it from the ordi-
nary exigencies of crowded metropolitan traffic.
The whole length of the structure from end to end
is 922 ft., and its available width for traffic inside the
parapets will be within au iuch or so the same as
that of Westminster-bridge. The two shore arches
at either end are to have a span of 155 ft. each, the
two next these are of 175 ft., while the centre arch
of mill makes a magnificent stride of no less than
185 ft., or upwards of GO yards. The incline, or
we may more clearly term it the hill, which the whole
bridge will form will be at as low a gradient as one
foot in 40, or little more than half tbat of the old stone
ruin it supersedes. The cost of the entire work is to
be about £300,000, a small. sum when the nature of
the labour and the great cost of its materials are
considered. When completed it will have required
6,000,000 bricks, of which 3,500,000 have been al-
ready laid in cement; 6,600 tons of wrought and
cast iron; and 2,000,000 cubic feet, or about 14,000
tons, of white Portland stone and red and grey gra-
nite. Mr. Cubitt and Mr. Carr are, we believe,
entirely satisfied with the progress the great work
has made, and they have every reason to be satisfied
with the efficient and most workmanlike manner in
which Messrs. Thorn, the contractors, have carried
out all their instructions.

SHAREHOLDERS IN WRECKED COM-
PANIES.

A sense of wrong and desire of its punishment
lare elements of our moral nature which are lost
only by a long career of vice ; and though more
likely to be carried to excess than the converse
feeling of gratitude for favours, yet those mo-
tives of conduct deserve every encouragement in
all matters of public concern, since without such
personal feelings, injuries to the common weal
would often remain unavened and unredressed.
Before seeking a redress for wrong, however, before
the tribunals of one's country, two inquiries, each
differing in its nature from the other, require to
be carefully made. A plaintiff has always to
examine both his facts and his legal rights ; a de-
fect in either species of ammunition being as fatal
to his chances of success as if both facts and law
were against him. No hardship, or injustice,
or the characteristic of the cage will in the least
avail him if the law is silent or adverse. If such
is the state of the law with respect to his case, it
is likely that his zeal in the pursuit of legal re-
dress will soon be damped by the hopelessness of
the enterprise, if, indeed, it be not cut short at the
outset by a refusal on the part of the judge to hear
a case which he has not power to decide. De-
murrers or legal objections to the demand of a
complainant, accordingly, are often formed to
operate, like the golden apples of Atlanta, in
checking a furious litigant in the middle of his
career, and compelling him to relinquish the
gratification of his vindictive passion or public
spirit, as the case may be, for the priceless trea-
sure of peace. It is not, indeed, without a wise
design that the law thus leaves many public and
private wrongs without a remedy. Prevention
is better than cure ; and when a speculator knows
that no legal tribunal will aid him where he has
been himself unduly negligent, he will be sure to
use a degree of preventive vigilance which no
legal Argus could ever exhibit in the detection
or punishment of private frauds. The machine
of society is thus made to work smoothly ; and
every one is obliged to take much care of himself.
Although, doubtless, the appointment of a public
prosecution is a necessary element in every com-
plete legal system, yet we cannot feel very sorry
that the present state of our criminal code falls far
short of what the investing and speculative portion
of the public appear to deserve. Ledving much
to private vigilance in every department of in-
dustrial action appears to be a necessary corol-
lary from the more general doctrine of Laissy
faire: nor would any strictness of our criminal
law prevent waste or :mismanagement by agents
where the principals are almost studiously indif-
ferent. The present outcry of shareholders in the
numerous companies undergoing liquidation against
the frauds and malpractices of directors would
appear to indicate that a public prosecutor is
needed by us to check rather than promote cri-
minal litigation. It is very doubtful whether the
directors of Overend, Gurney, and Co., or of Bar-
ned's Banking Company committed any fraud
whatever in turning a famous private firm into
a limited company, in exchanging, as it has
been termed, their old lamp for a new one.
They did not, indeed, hide their old light under

a bushel ; but, on the contrary, advertises it in
the most flattering terms, the nature of an auc-
tion admitted. They alleged that the sole defect
of their respective concerns was want of capi-
tal, and that the command of the sinews of war
which would be acquired by the conversion of the
firm into a limited company, would redoundto the
aggrandisement both of the owners of the old
lamp and the shareholders in the new one. The
course of events is not always as predicted (as the
Meteorological Board knows to its sorrow) ; and
the auspicious inauguration of many a joint-stock
company in 1865 was succeeded by a wind-
ing-up in Chancery in 1866. Proportionate
chagrin and disappointment have followed in
the wake of undue expectation ; and directors,
whose financial capacity was proverbial, now
find themselves threatened with an introduction
to the Attorney-General. The monetary panic of
last year disabled the shareholders in many com-
panies from finding purchasers of their shares
even at a ruinous discount, and so, even when
they transferred their corporate liability to men of
straw, the advent of the official liquidator within
a year from the date of transfer overhauled the
assignment, and forced back the transferers to
their previous positions. It is not surprising, then,
that persons who took shares at a premium should
now be out of temper with their directors when
the shares are not only a discount, but altogether
incapable of transferring a liability for calls.
Shareholders, however, are an enterprising race ;
and as a transfer is now out of the question, they
view their position a parti ante, as it were, and
claim exoneration from the debts of the company

on the ground that their directors were guilty of
false and fraudulent representations, whereby
they were themselves enticed into taking the
worthless shares. Upon establishing a • case of
fraud against their directors, the shareholders
think that they will then stand in the category of
creditors and not in that of debtors of the com-
pany. For this purpose no amount of vitupera-
tion and indignant hostility against the directors
is likely to be wanting. Sufficient evidences of
this disposition on the part of shareholders are to
be found in the letters from members of their
body that have appeared in the Time; and in the
statement of facts recently published by Mr. Joel
Emmanuel, the solicitor for the shareholders in
Barned's Banking Company,:not to refer to the volu-
minous narrative of the Attorney-General and his
legal brethren before Vice-Chancellor MalMs in
the Overend, Gurney, and Co. case. But what

appears to have been but slightly considered by
these shareholders is the fact that, even if their

accusations against their directorates respectively
are proved by the clearest evidence, yet that this
is not likely' to entitle any one of their body to
have his name removed from the list of contribu-
tories.

The error of the shareholders in Overend, Gur-
ney, and Co., who now dispute their liability to the
creditors of the company, on the ground of fraud
in their directorate, exemplifies the logical fal-
lacy of arguing from particular to general propo-
sitions. A certain shareholder in the Scottish Uni-
versal Finance Company obtained a judge's order
to have his name removed from the register of
that company's members ; therefore, every other
shareholder in every other company, whether afloat
or wrecked, can effect a similar escape if either
its prospectus or articles of association deviated
in the slightest degree from strict truth. Amid
the general joint-stock turmoil of the present day,
it seems an appropriate time to consider under
what circumstances a shareholder can effect his
emancipation from a fraudulent company. The
rules of law relating to this matter are but the
rules of common-sense and Common honesty ap-
plied, indeed, under somewhat complicated condi-
tions, yet, we believe, free from all doubt and un-
certainty.

A:joint-stock company that is tainted with fraud

must either have been at first established by
means of false representations, or else it was
at first launched only by fair means, and became
the subject of directors' fraud only in a subsequent
stage of its career. ,In the case of a company be-
longing to our first class, it is clear that either all

the shareholders or none are liable to the com-
pany's creditors. Let us assume that the 'prospec-
tus is false, and that the directors were aware of
its falseness, but that the shareholders were wholly
ignorant of the actual facts. They can conse-
quently obtain damages from the directors in an
action for the deceit. As a verdict against fraud-
ulent directors is seldom worth much, it is fortu-
nate that they can have them punished crimi-
nally, if their representations were designedly
made. But no degree of deceit on the part of
directors can be a defence to shareholders when
sued themselves by the creditors of the com-
pany. Suppose that A, a managing director, in-
duces B, C, and D to put their names on a bill,
under the expectation that the proceeds, when
invested in establishing a bank, will produce 40
per cent. profit, and that A, instead of establish-
ing the bank, absconded with the proceeds of the
bill, would A's fraud on B, C, and D be any answer
to an action by the holder of the bill'? The rela-
tions of shareholders to their company's creditors
are precisely of the same nature as those rof the
endorsees, in the case put, to the holder of the
bill. But, let us now suppose that the com-
pany was established under a fair and just pros-
pectus, but that some years afterwards the direc-
tors issued a false report, and together with it
fresh shares with the concurrence of the com-
pany. The allottees of this last class of shares
could doubtless claim indemnity, not only from
the directors but also from the previous
shareholders, just as the endorser on a
bill can recover against the acceptor any
money he has paid the holder. It is
fortunate that while the law allows the utmost

freedom of contract, whether for unlimited or
limited liability, original shareholders are subjected
to the duty of inquiring into the real position of
their company. If, instead of doing so, they trust
to the promoter's representations, without further
scrutiny, they can, indeed, recover a verdict for
any losses occasioned by their misrepresentations ;
but, they cannot plead their own neglect in an
action by the company's creditors.
Now, the companies most notorious for real or
alleged frauds, and misrepresentations by their
directors are concerns that never from their first
commencement, enjoyed any stability, or were
entitled to any confidence. The recognition of
the principle of limited liability by the Legislature
in 1856 and 1862, removed the time-honoured but
bureaucratic and indefensible barrier which had
from time immemorial obstructed the freedom of
contract and speculation. Upon so complete an
emancipation of joint-stock associations, it was
only natural that many needy and unprincipled
persons would be found to abuse their newly-
acquired liberty, and to entice the public into
subscribing for the most chimerical schemes.
The investing public were almost as delighted at
the change in the law as promoters were, and
readily" subscribed for joint-stock banks, building
companies, land companies, hotelcompanies, and,
in short, for every conceivable description of en-
terprise, both wholesale and retail, irrespectively
of the consideration whether joint-stock associa-
tions could compete in the contemplated line with
private enterprise. The subscribers were re-
solved to take their holiday, knowing that their
liability was limited to the amount unpaid on
their shares, and that when a crash became im -
minent, they could transfer them to a man of
straw, and so escape all liability to the company's
creditors, provided that an actual winding-up did
not ensue within a year from the date of transfer.
Finally, if the original foundations of the company
were sunk mainly in the imaginations of the
promoters, the subscribers hoped to escape from
the list of contributories on the ground of fraud
and misrepresentations by the directors. With
all these bye-paths for escape, it is not strange
that a pros- pect of 20 or 30 per cent. dividends
was hailed with delight ; while little attention was
bestowed upon the qualities or management of
the concern whence the expected treasures were
to be extracted. It has been only since the dies
cry of liquidation arrived that shareholders for a
moment suspected that they could themselves
have been guilty of any oversight in taking sham

in a concern without examining into its real value..
Now that the rashness and independence of thelr
speculation is apparent in so many cases, their
best plan would be to endeavour to meet their
liabilities fairly rather than seek to transfer their
losses to creditors who had no right to interfere
in the management of the joint-stock concern.
Any attempt of this kind appears to be as in-
firm in law as it is in point of morality and
common sense.

The only defence that appears to be open to
the shareholders is, that persons who were credi-
tors of any concern purchased by the company,
are not ipso facto creditors of the company. But
the company appropriated the creditors' assets'
if not under a contract, then by wrong. Besides/
in all cases where a discount or banking establish-
ment was connected with a company, the articles
of association expressly provided for the payment
of the creditors of the existing firm. Various
transactions, too, have, doubtless, taken Place
between the great majority, if not all, of those
creditors and the new company. As regards anY
creditor who has had any transactions with the
new company on the footing of his account with
the old firm, it is clear that his rights are just the
same as if the last transaction was an inde-
pendent substantive dealing. The old partner°
were not the agents of their creditors, nor deputed
by them to commit a fraud ; neither, indeed, were
they the agents of the shareholders for that
purpose. They were agents, however, for both
creditors and shareholders, and therefore, as the
fraud, if any, is legally, if not morally, at-
tributable to both, it may be eliminated from both
sides of the legal equation, and the case con-
sidered, as between the creditors and shareholders/

just as if no fraud whatever had been in question•
At all events the books of the firm, were open to
the shareholders, while the creditors had no right
to call for their production. Even then, as to
those creditors who had no transaction whatever
with the new company, it seems exceedingll
probable that the shareholders will be held bound
by the articles of association ; while, as to the
creditors who have had money dealings with the
company, we cannot imagine any ground 11P°11
which the shareholders can expect exoneration•
All the questions we have here discussed
indeed, in a few days receive a judicial
solution. We believe, however, if anything cal
be predicted with certainty where the " glorion.
uncertainty of the law " is involved, that the
shareholders will find themselves regarded hi
the court in a very different position from that
of creditors.