The Sun.
London, England, 1857-08-24 00:00:00

EV ENING,

AUG. US T 24, 1857

bated, but left to be taken by those who might chance
to see them.

"That several shareholders bad not time even to read
the said account before some gentleman moved that such
occount be received, approved, and adopted ; whereupon
a question arose as to whether the dividend declared at
the last meeting was or was not paid out of capital, when
a show of hands was taken and the account was assumed
to be passed by a majority of two, as counted by the
secretary, all the directors present voting for the passing
of their own accounts, and the real and vital question
as to the sum of 14,0001. as charged for the purchase of
the gardens, was not made the subject of discussion.
"That some of the Shareholders immediately atter the
said meeting began to investigate the account generally,
and upon inquiry they foand that the 14,0001. charged,
as and for the value of the lease was for premises which
had only an unexpired term of about 12 years to run, and
was at a rent of 3461. a-year, besides rates and taxes,
and subject to a septennial fine of a year and a half value,
and the letter from a shareholder marked C* hereto ex-
hibited was circulated to every director and shareholder.
" That in pursuance of this circular a meeting took
place, and the question was fully brought forward, but
owing to a statement made by Mr. Coppock, the actin,"
director of the company, the subject was not entertained.'
The fact, however, that the lease had only about 11 years
to run was not denied, and the sum of 14,0001. as the
value of the lease, was justified under a statement make
by Mr. Coppock, that several 'offers had been made for
the purchase of the lease previously to the formation of
the company, but which statements have turned out to
be fallacious. .

"That in the prospectus issued upon the formation of
the company there appears the following paragraph :
All preliminary expenses, and the outlay which a new
concern would demand will thus be avoided, and if the
business of the gardens were carried on with only the
'usual preparation, more than a 5 per cent. dividend
on the capital employed might certainly be calculated
upon, and yet in the account marked B 3,1751.
17s. is charged fDr Parliamentary expenses, besides
1,359/. 10s. for stock, fixture, &c.,' and in the 3,1751. 17s.
is inelnded a sum of 6001. towards a musical festiv#l,
3001. for salary to Mr. Tyler, the manager, and other
sums of a like nature, although in the first account,
marked A, salaries and all charges are stated to be
debited against the company.
" Tbat although it is possible that some of the direc-
tors might have been in ignorance of the short time the
lease bad to run, and that all erections upon the ground
would pass to the landlord at the expiration of it, still,
after they had received the direct communication of the
fact by the before mentioned letter of the 2111 of April,
they still went on to expend a large sum of money,
amounting to nearly 4,0001. in additional buildings, and
the petitioner, Mr. Horace Jones, was the architect em-
ployed in such erections, he at the time knowing the
above facts.

" Tbat in order to pay for such additional buildings
and other outgoings, the directors issued the following
advertisement, and which appeared in the Times from
about the 24th of April to the 10th of May last :
Royal Surrey Gardens (Limited)—Tue directors of the
company having paid a dividend at the rate of 101. per
cent. per annum from the actual earnings of the first
abort season of 10 weeks are ready to issue shares of 101.
each at par, if Applied for by the 11th of May proximo,
on which day the Gardens will be opened to the public
for the season ending the 30th day of September next.'
"That under the above advertisement a great many
applications were made, and between 1,0001. and 2,0001.
received, thus increasing the capital account against the
original shareholders.
" That at the meeting of shareholders hell in April
last questions were asked respecting the sum of 5,0801.
12s. 6. debited as creditors ou loan in the account mark-
ed B,.when Mr. Coppock, the acting director, distinctly
assured the shareholders that such loan was on deben-

tures, and the full extent of moneys owing by the com-
pany, and that the company then was in a very flourish-
ing condition, and. was not subject to any other
liabilities except the current expenses.
"That it now appears by the petition and affidavit of
Mr. Horace Jones that mottgages to the extent of
14,5001. have been executed by the directors, and that
there are other debts to the extent of 11,5001. unsecured
and unprovided for.
"That it has been ascertained from application at the
office that the sum of 14,5001. so secured on mortgage
were by deeds executed in December and January last,
and therefore well known to the directors, and par-

titularly to Mr. Coppock, at the time of the meetine; in
April last, and that the putting forth the sum cf 5,0801.
123. 6d, as the only amount due, when mortgages to the
extent of 14,5001. had been executed three months pre-
viotply was not only intended to deceive the share-
holders, but was an insult upon common sense and
fraudulent as against those parties who paid their money
under the before mentioned advertisement.

" That the time for calling the half-yearly meeting in
the:Royal Surrey Gardens Company was the Ist of July
last, but such meeting had not been summoned till the
25th init., being more than six weeks after the time at
which it should have been Called, and is now about to be
postponed.
"That from the statement made in the petition and
affidavit of the said Horace Jones, the affairs of the
company have appeared to have suddenly turned from
prosperity to adversity ; and instead of paying a dividend
of 10 percent. to be in an utterly hopeless condition, as
the figures need by him clearly demonstrates ;
" Money raised upon 3,256 shares £32,560
Ditto upon mortgage 14,500
Debts owing, which the; company are unable
I to pay

11,500

£58,560

"That at a meeting of the Phareholders held on the
21st inst. certain resolutions were passed with the sanc-
of your memorialists, approving among other things of
the presentment of this memorial to this honourable
court.

" W. A. GOMEZ, Chairman,

"And about 30 Shareholders.

" P.S.—That at a very numerous meeting of share-
holders held on the 21st inst. certain resolutions were
passed, and it was resolved that as all the shareholders
are taken by surprise that this memorial signed by
the shareholders present and presented to the Hon. Com-
missi•)ner, before whom the petition of Mr. H. Jones has
been referred, and that as it is Expected that very impor•
tart facts will transpire at the meeting of shareholders
on the 25th inst., that the said Commissioner be solicited
to postpone the hearing of the said petition till further
investigation can be made, and such steps taken by the
shareholders as may be advised."
The Commissioner said he must decline to take
judicial cognisance of the memorial.
A protracted discussion ensued whether the term
" unavailable" could be said to apply to the com-
pany's assets. It was admitted that the debts were
26,0001., and that the company had not a shilling
of assets ; but it was alleged that there might be
something available from the surplus property as
held by the mortgage creditors for 14,0001.
The Commissioner did not think this could
be considered available assets. There were un-
secured creditors to the amount of 11,5001:, and
there was not a shilling to pay them will. It
was urged that this was a strange state of thing.,
the directors having in April last induced share-
holders to believe that the concern was most pros-
perous, and declared a dividend of 10 per cent. per
annum of the profits. Mr. Coppock was repre-
sented to be the acting director at the time this
dividend was declared, and was the only director
whose conduct was specifically complained of or
adverted to. Mr. Fleming said lie had been re-
fused by the secretary information that he sought,
and certain shareholders did not believe that the
amount owing to creditors had been correctly set
forth. lie asked for an adjournment to allow time
for inquiry.
Mr. Roxburgh urged that there were executions
out against the company, and that everything
could be seized and sold on Monday next if a wind-
. ing-uporder from:this court was not obtained. The
a :cretary was here to be examined if the objectors
wished. He held writs in his hind under which
executions of the amount of upwards of 1,0001.
could be put in on Monday next.
The Commissioner said he was relieved in some
degree from the consmu-nce of adjourning the
order, as he observed by a clause in the Act (the
80th), that executions would not avail creditors
who so obtained payment in the event of a wind-
ing-up order being obtained within three months.
In reply to this it was urged that the clause did
not apply to the Crown, and that an execution

* Subjoined is a copy of letter C referred to :
" 33, Essex-street, Strand, W.C., April 27.
".To the Shareholders of the Royal Surrey Gardens
Company.
"Notice of Meeting of Shareholders.

"Sir,--Several shareholders who attended the meeting
of this company on the 2(1 inst. are greatly dissatisfied,
not only with the account itself; but with the way in which
it wag attempted to be passed. I
"The shareholders gentrally are under the impression
that the company have a term of about 50 years in the
above gardens, but the following facts may be relied on :--
" A lease was granted to Mr. Tyler, the late tenant, for
a term of '2l years, from September, 1847, at a rent of 316/.
per annum, which expires in less than 11i years, when alt
the property passes to the landlor 1. This lease has been
assigned to the company, and is the only title upon which
upwards of 25,0001. has been, and is being, expended on
building alone. But this is not all, the company have to
pay a:fine every seven years to the Dean and Chapter of
Canterbury, amounting to ono year and a half improved
value. The last fine was paid two years since by Mr.
Tyler, and amounted to 500/., when the premises were
comparatively valueless, and in five years more an in-
creased fine must be paid, which, under a similar assess-
ment, will amount to 2,00 X, and yet for this short term
of ll)i years, with an enormous fine to pay, 14,000/. is
charged to the company for the interest in the lease,
3,1751. 17s. for preliminary expenses, although the pros-
pectus issued upon the formation of the company expressely
states that all preliminary expenses are avoided 1 I deem
it fair to 'state that no portion of the 14,0001. or 3,175 17e.
has, I believe, . gone into the pockets of the directors
generally ; but. surely it is a question of great importance
to kw* who has received this 14,000/, and for what it has
beer, paid, if the lease expires in 116 years.
"Every disiuterest,,d shareholder must therofore be an-
xious to know the truth of the foregOing assertions, and
for this purpose the directors have notice, and the solicitor
to the landlord has solicited to attend a meeting, to be
holden at the Manor House Tavern, close to the Surrey
Gardens on Thursday next, the 30th instant, at 3 o'clock
precisely, at whiCh time and place you are 'solicited to at-
-1 tehd,in order that the aboi-e statement may be fully inves-
tigated, and, if necessary, a committee of shareholders:ap-
pointed to inquire into and protect their own interests.
"I am, Sir (in behalf of myself and others),
" Your obedient servant,
. , " NV. A. COOMBE.
" A holder of go shares."

would be in the gardens on Monday for 801. for
Queen's taxes.
The Commissioner.—You don't mean to say
that the Queen will destroy all this valuable pro-
perty to obtain payment of 80/. ?
Mr. Jones.—The Queen destroys everything.
She always does, sir. (Laughter.)

It was stated that the directors' had an offer of
2401. for the hire of the gardens for 12 days, and
that if a winding-up order should not be obtained
the amount would be lost.

To meet this difficulty it was suggested that the
directors and company might venture to incur the
risk of receiving the money, and applying it to the
payment of the Queen's taxes and Wither pressing
necessities.
Mr. Coombe urged that the parties whose views
he represented complained that a great fraud had
been committed on the shareholders, and that the
petitioning shareholder was the individual who had
very recently recommended an outlay of 4,0001. on
the refreshment rcoms.
Mr. A. Jones—No.

Mr. Coombe—A large body of shareholders con-
sider that the conduct of the directors is most ex-
traordinary.
The Commissioner—Notwithstanding which you
appear to wish, that they should remain in charge
of the property, would it not be better to allow it
to be transferred to an official liquidator ?
Mr. Coombe urged that on Thursday next, at 2
o'clock, there would be a meeting of shareholders,
as convened by the directors. Could not an ad-
journment be granted until after that meeting ?
There were shareholders and creditors who thought
that Mr. Horace Jones had been put on by direc—
tors to take these proceedings.
Mr. Roxburgh thought it very hard to have such
an imputation made.
The Commissioner—Having regard to the entire
circumstances, I will grant an adjournment to
Thursday next, at half-past 2 o'clock. (" Hear,
heir," and clapping of hands for M. Jullien, who
stated during the proceedings that Le was a credi-
tor of the company's for 6,0001., and similar mani-
festations of approbation for various other parties.)
On the application of Mr. Roxburgh,
The Commissioner granted an-order restraining
proce,idings under all actions until that day, and
the Commissioner further remarked that if the
directors did not find the means of obtaining the
2401. to insure the letting of the gardens for the 12,
days they would fail to do so at the risk of being
.well abused.

An application on behalf of Mrs. Seacole to in-
spect the books of the company and ascertain the
amount due.to her on an agreement that she should
receive one-third olthe proceeds of certain nights'
performance in her favour, must in the meantime
stand over. , Mrs. Seacole, it appeared, had been
thus far deprived of any benefit from the perform-
ances.

It should be mentioned that during the proceed-
ings Mr. Coombe stated that it was the opinion of
a number of the shareholders that certain directors
ought to be indicted—a remark which drew from
Mr. Roxburgh a reply that since the proceedings
taken against the directors of the Royal British
Bank this seemed to be a common notion among
shareholders in public companies. Atogether, the
proceedings were of a moat angry character, and
gave promise of those at the meetings on Tuesday
and Thursday next being still more so.

CANCER HOSPITAL—LONDON AND
BROMPTOA.
(Secretary's Office, 167, Piccadilly.)

The fifth annual meeting of the governors of this
hospital was held on Wednesday, in the b-ard-room of
the hospital—Oliver Farrer, Eig., in the chair.
The Secretary (Mr. Cockerill) read the annual report
of the committee, and from which the following extract
has been taken :

" The committee of management, in making their fifth
annual report, have much satisfaction in being able to
state that the prosperity and the usefulness of the charity
have gradually increased during the past year.
" Itwill be gratifying to the subscribers to know that,
as an evidence of the value of your charity, the com-
mittee continue to receive letters almost daily from
patients expressive of their gratitude for the benefits
received at the hands of your medical officers.
" Your committee have long been desirous of extend-
ing their in-door accommodation. The premises at
Brompton were well adapted for that purpose had the
title to the freehold been such as to justify the committee
in extending the building. But that not being the case,
and a most eligible- piece of ground presenting itself
nearly opposite to the Consumption Hospital, and front-
ing the main road, the committee, have, with the sanc-
tion of a general meeting of subscribers, convened for
that special purpose, availed themselves of the oppor-
tunity of purchasing the freehold at a cost of 4,5001
They have further determined to commence a building
in the first instance capable of admitting 50 in.-door pa-
tients, and to be built on a plan prepared gratuitously
by David Mocatta, Eiq., on a design which malt' be in-
creased from time to time, as the funds admit, to accom-
modate eventually upwards of 300 patients. That this
most desirable object may be consummated ere long is
the sincere hope of every member of your committee.
They therefore recommend a building fund to be forth-
with opened.
" The premises nova occupied at 167, Piccadilly, are
admirably adapted for the purpose of seeing out-door
patients, and are open on Tuesdays and Fridays for that
purpose. They are alscovell adapted for the general busi-
ness of the charity, as they contain spacious waiting-
'rooms, c-)nsulting-rooms, dispensary, museum, board-
room, and secretary's office.
"The medical report is most satisfactory to your
committee. _

The well working of your institution depends, in a
great measure, on your weekly board ; and your com-
mittee feel the highest gratitude to tboee gentlemen who
have so indefatigably devoted their time and attention
to the interests of the charity.
" The services of our medical officers, William Mars-
den, Esq., Weeden Cooke, Esq., Alexander Marsden,
Esq , and Dr. Knox, the pathological anatomist, cannot
be too highly appreciated, and we hereby, in the naine
of the governors, tender them our grateful thanks."
The statement of accounts from the lst of January to
the 31st of December, 1856, showed a balance in hand
from the previous year' 1831. 6i. 7d. ; donations to the
amount of 1,3101. 9s. 7d. ; annual subscriptions, 3401.
4s. ; produce of dividends and eales of stock, 4641. 4s. ;
legacies, 8081. 4s. ; making the total receipts,
3,1961, 13i. Bd., leaving a balance in band of
1321. ss. sd.