The Sun.
London, England, 1857-08-28 00:00:00

EVENING,

FRIDAY

p rocuraMe ; and if they had known that so short a term
had been the only tenure they would never have treated
at all for the gardens, as they must necessarily have laid
out money in building, which they would ri.,t have felt
justified in doing undr so short a lease as the one then iu
existence.
_ _ _

" Thltt I also unders=tand from TT. Jullien that ho
would not have made, through himself or friends, any

offer to purchase the said gardens, but for the assurance
that he could procure any extension he liked at an expense

of 4001. or 5001.

" That I very believe that the scheme for establishing
the Royal Surrey Gardens (Limited) was a concoction be-
tween Mr. Coppock, the mortgagee, and Mr. Tyler, the
lessee, the latter to get rid of his liability to Mr. Coppock,
and Mr. Coppock to get his money through the medium of
the public. That I find there is a contract with M. Jullien
for 5 years, at 2,500/. per annum, but that M. Jullien was
to pay 2.000/. for shares, which be has done, viz., 1,0`,0/.
last season, and LOA/. this season; and which 2,000/. goes
to the capital account and is applied so as to make the
14,0001. available to Mr. Coppock and Mr. Tyler.
"That in the prospectus issued upon the formation of
the company there appeared the fallowing paragraph :---
' All preliminary expenses and the outlay which a new
concern would demand would be thus avoided, and if the
business of the gardens were carried on with only the
Usual preparation, more than 5 per cent. dividend on the
capital employed might,with certainty be calculated upon,'
and yet in the account 8,175/. Ps. is charged for prelimi-
nary expenses, besides 1,35.1. 19s. for stoc fixtures, &c.,
and. in the 3,173/. 17s. is included a sum of 600/. toward. a
musical festival, 3001. for half-year's salary to Mr. Tyler,
2001. for law, and various items of sundries, amounting to
above 7001., all of which ought to have been placed in se-
parate items, and not lumped as preliminary expenses,
" That in the account marked B a sum of 1,160/. Bs. 7d.
is said to be in band and at the banker's, but the banker's
book on the 31-tD,c. (rives a balance in favour of the com-
pany of only 477/., but' where the difference is gone I can-
not find out.

"Tbat, notwithstanding the acknowledged fact that the
lease had only 11' years to run, the directors went on
building,. and completed an additional refreshment-room.
at a cost of upwards of 2,5001., under the superintendence
of Mr. Horace Jones, the.architect, and the now petitioner
to wind up ; while at the end of March,, when the build-
ing was scarcely commenced, they had only at their
bankers' about 90/ , and at the end of April less than 101.,
as appears by their banker's book,
"That, in order to pay for such additional buildings and
other outgoing., the directors issued the following ad vele
tisement, which appeared in the Times from about the 11th
of April to the 10th of May last :
" c Royal Surrey Gardens (Limitel)—The directors of
the Company, having paid a dividend at the rote of 101.
per cent. per annum from the actual 'earnings of the first
ort season of 10 week., 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 ap-
plications were wade, and between 1,000/. and 2,0001. re-
ceived, thus increasing the capital account against the ori-
ginal subscribers, and being, as this - deponent believes,
perfect fraud against the shareholders under the said ad-
vertisement.
" That at the meeting of shareholders held in April last
questions were asked respecting the sum of 5,0801. 12s. 61.
debited as Creditors on loan' in the account, when Mr.
Coppock; the acting director, distinctly assured the share-
holders that such loan was on debentures, and the fall ex.
tent of moneys owing to the company, and that the corn•
panythen was in a very flourishing condition, and not sub•
ject to any other liabilities except the current expenses.
"That it now appears, by the petition and affidavit 01
Mr. H. Jones, that mortgages to the extent of 14,500/
have been executed by the directors, and that there are
other debts to the extent of 11,5001_ unsecured and unpro-
vided for "
Mr. Fleming, without referring is any way to the
contents of Mr. Coombe's affidavit, which was filed
without remark or discussion, proceeded to read the
affidavits of himself and Mr. N. Lee and another. All
that is material in these affidavits is either embodied in
the affidavit of me. Coombe, which has been already
given in other reports of proceedings that have appeared
in The Sun, or will be gathered from the discussion which
they elicited.
Mr. Jones objected to a reference that he (Mr. Jones)
hat: ben the solicitor to the company. He had only
acted as solicitor to the company since the B.h August.
The Commissioner (to Mr. Fleming)—You say that
cash was not pa .d for about 1.200 shares ?
Mr. Fellning—lnstead of cash being paid shares were
taken, so that in fact money was not paid.
The ComMissioner—The value of the gardens repre-
eented 1,400 shares at 101. each, and the owner was the
holler of those shares as fully paid up ?
Mr. Fleming--Yes.
The Commissioner—l understand 'Mr. Coppock was
the solicitor to the company. The gardens at. the com-
mencement would owe the company 14,0001., and the
amount was taken in shares.
Mr. Fleming—Yes. The company gave Mr. Tyler 1,400
shares of 101. each and of these Mr. Coppock took 1,100
—the real value of the premises at the time not being
2,0001.
The Commissioner—You depose that you do .not be-
lieve that the value of the property was 2,0001.
Mr. Fleming--And if I had said not one farthing it
woull have been nearer the mark. (Hear.) ,
Mr. Fiewiog proceeded to state that the rent of the
gardens was 3401, that the lease had only 11i yews to
run, and that the gardens were suhject to a heavy fine,
payable to the Dean and Chapter of Canterbury, in addi-
tion to the annual rent.
The Commissioner— And you say that a splendid
mu-ic hal , &o , have been erected, which will he sub-
ject to a new heavy fine when the Dean and Chapter
come round again. (A. laugh.)
Mr. Fl-rni,g—Yes ;. and, under these circutristances,
not only shareholders but creditors—(hear)—join i,r re-
questing that the company may net be eutjected to a
compulsory winding up. Shareholders believe that the
company could be successfuly carried on by a committee
appointed by themselves. This is the opinion of Mr.
Nelson Lee and other practical men engaged in theatri-
cal occupations and as caterers for tee public amusement.
There are not at present directors sufficient to comply
with the company's deed of partnership.
The Commie-toner—Then have some of the directors
ceased to be directors?
Mr. Fleming—Yes ; the Original number was 6, 3 have
resigned, and no number lees than 4 can act.
Mr. Coppock—That statement is simply untrue.
There are four clirectera,
The Commi sinner—Who are these ?
Mr, Coppock—M.esre. IL lures, Bailie, Webster, and
myself.
Mr. Fieming—lf there are four, all I can say is that
some of them have disappeared.
Mr. Coppock—That is untrue.
Tbe Commissioner—l will leave thecourt if gentlemen
will not learn bow to conduct themselves in a coert of

ju tice.
Mr. Fleming—Since the gardens have in effect gone
into other hands they hese filed every nieht, and a pro-
fit of between 2001. and 300/. has been already realised
I have now an offer froth a party who will take the gar-'
dr..ns for one month for 400/. and pay the money down.
(A laugh.) I say this because it is necessary in these
times t r have the money down.
(Renewed laughter )
The C nnini,sioner=lj„e
I any discretionary p .user ?
If I do not grant the required order, can I make any
other order ?
Mr., Reining cited the 72,1 clause of the Act under
%Web tile petition was presented. It' was there se,
forth that upon the hearing of a petition presented by a
col.ttibutory the Coure might Oisreiss the said petition,
with or without coSts, or " make such other order as to
the Court might seem just."
The Cornimistoner—What is the total number of
shareholders?
Mr. Smith-191, _ .
Mr. Fleeting--And I have no doubt, if time be al-
lowed for inquiry aed investigation, that we Alai have
funr-filths of their number with us.
Mr. Chielley said that ha represented sever]. share-
holders and creditors who were cteeirone to have the C)lit-
pany wound up out of court. He sugge:ted that the
721 section was intended to give this Court a power
analogous to that possessed by the Court of Cnancery—
that of instituting inquiry whether a company would be
wound up or net. Toe Court might refer the matter to
its registrar or official assignee, and upon their report
the Court • might decide whether a winding-up order
should i,Eue.
Mr. Fleming--I simply ask the Court to dismiss the
petition and leave the shareholders to take the course
they think proper.
the Commissioner—lf I take this course,, who will
Lave the control over the property I
Mr. Jones-:-Toe &redone:
Mr. Fleming urged that the deed under which the
company was formed provided th Lt in certain ea(-e3 the
shareholders should have the power of dismissing the
directors.
The Commissioner—You Bay this Court is not asked
to.interfere until the :shareholders are satified that this
would be the best course. ("Ires, yes," " hear, hear,"
and applause.) Toe question is whether
:the most
judicious c atria would not be for you to ask me to
al.ow the matter to stand over. (Uear,,k,ar.) I sal
this without knowing the language of the deed. -
Mr. Illimieg—Mr. Jonefewill state what that is.
Mr. Jones—l do not know, I have never read the
deed.
The Cnionaisioner (to Mr. Jones)—Are you the
solicitor to the -company ?
Mr. Jones---I al: h to state—
The Con.missioLer—Are you the Et:elicitor to the com-
pany ?
Mr. Jones—Yes-; and your Honour will, I am sure,
allow me to state,the circumstances under which I have
become so. Mr. Jones lr. ceded to state that on the
3d of the present month of August he was on his way to
Greenwich by one of the steamboats, when be accident-
ally met with Mr. Frederick Chappel. Mr. Chappell
then told fiitu that he (Mr. Chappell) was the solicit r
the company ; tha: the company was all up ; that it wag
being sued-iii every direction—among others by M.
Jelben, and that it must go. lie (I.r. Jones) having
received this information' went to his brother, a CJI.•
tributory, and, lacing himself a shareh lier also, it was
agreed that be (Mr. Jones) should go down to Mr.
Coppock. The affairs of the company st etc-stated -to be
in a " terrible mesa," and on Abe 6th of Augdst Mr.
Coppock saw himself-(_Mr. A. Jeire,) on the sut-j-ct.
Mr. Coppock then s lid— "I don't mean to let Chappell
have the winding up ; wili you eat ?" He (Mr Jones)
said Le would. Mr Coppock Viet' .raid that [roropt
steps tenet be taken without showing favour to any one.
Among other pressing demands there were three on
12 days' writs on bills of exc!lange, to which ho defence
c be male. Prompt steps were that necessary t
give protection to the company.
The Commissioner said no ono who knew Mr. Jones
would charge him with collusion, or thing anything that
was not right.
Mr. I'ieusing—We make no imputation on Mr.
Jone 7.
The Commissioner—The only question is what is the
be,,t course to take. The inclination of my rniil is
that the ma' ter had bettor stand over. If the rnaj .rAy
of the shareholders consider that the concern may be
made profitable they bad better take etch steps as they