The Sun.
London, England, 1850-08-24 00:00:00

lately necessary it was that they should be at peace
among themselves. That 2,500,0001. ought t ) be bor-
rowed tat not mere than 4 FT cent , and, if it were so,
they would have relief to the areout t of 25,0001. a.year.
A part of that money we'll] fall in during the )ear.
There was one debenture of 100 0001. at 5 per cent., on
which ale:re they might make a saving of 1,0001. per
annum.—(Hear, hear.) It was net his intention to have
said a word about the 501 st'ares, hut, as a meeting had
been held at Liverpool, at which Mr. Brancker 11-. d done
them injustice, he could not help referring to the subject.
At that meeting Mr. BrancLer stated that the Midland
directors, afraid of the responsibility, wished to throw it
upon the shoulders of the proprietors—that he (Mr.
Ellis) made plausible speeches for the purpose of getting
the resolutions with reference to the 504 shares passed,
and that the directors were fearful that if the Bill which
had been filed in Chancery were proceeded with it would
get them into it "hobble." Now, he could assure them
that the a hole of these statements were incorrect. With
r. gard to making plausible speeches, he had never spoken
on the occasion alluded to at all, and had only read a
statement which bore very materially on the point. As
to these 501. Aar( s, he might state that the matter was
talked over at the board before the meeting at which
they were first adorted took place. A calculation was made
as to the amount of money re quired to complete the
works, and it was agreed to prepeie raising a 501. share
for every 1001. stuck. Mr. lludson proposed it to the
meeting, which unanimously adopted tho proposition,
and the shares were voted. That there was irregularity
in the matter was perfectly clear; but he denied that
the directors were actuated by any sinister motivee, or
by any wish to promote their personal interests.—(Elear,
hear.) As to the question of an Audit Bill, the company
had committed their interests to three gentlemen, and he
could speak to the assiduity with which they had dis-
charged their duty, while he believed they would bear
him out when he stated that he placed himself as a Mem-
ber of Parliament at their disposal. After several at-
tempts at legislation on this subject, they were still
without an Audit Bill, and he would request them to be
careful what they were about before they ran their head
against an Audit Bill. He had no interest in opposing
an audit, but he cautioned them to beware how they put
themselves in the bands of the Railway Commissioners.
—(Elear.) They had powers of their own, if they chose
to exercise them, by which they were able to audit their
own affairs most thoroughly and efficiently.—(Hear,
hear.) There was a desire to keep the Railway Com-
mission alive, and he believed that without the auditing
of accounts it could not be done.—(Hear, hear.) lie
wished to say nothing personal regarding the Commis-
sioners. Some of them were his personal friends, and
he did not mean to impute anything improper to any o 1
them; but still he would say they had been guilty of in-
terferences which must surprise people, and he would cau-
tion the shareholders not to fall into their hands.—
(Hear, hear.) The Chairmain then moved the adoption
of the report.
Mr. DARIN, of Birmingham, complained of the great
expenditure in the locomotive department, and sug-
gested the running of lighter trains. He was afraid that
under the present system the line could not prosper as
they were entitled to expect, and suggested that a paid
manager should be appointed, who would derive part of
his income from the efficient working of the line. He
thought, also, that the number of directors should be
reduced. Nearly three-fourths of their income went to
pay debenture interest, thus creating an immense hole in
their dividends. He did not despair, however, of the
company becoming highly prosperous under good and
economical management. As to the Leeds and Bradford
line, he thought the conduct of Mr. Waddington bad
been such as to deserve the lasting execration of the
proprietors.—(Hear.)
Mr, PAGET said there was no doubt a great increase
in the expense of the locomotive department. That
arose partly from the greater number of miles run, not
from any increase of expenditure upon each mile. There
had been a great increase in the conveyance of goods and
minerals, but a decrease in the passenger traffic, and it
was well known that the expense of coke for goods
trains was nearly double that of passenger trains. A
number of other circumstances, such as an inct eased
payment for water, an increase in the wages of workmen
and mechanics (who were now paid by piece) &c., were
also to be taken into account. As to the use or light
engines, they could not be employed on the Midland
line, because their trains were all mixed, and very unlike
the mere passenger trains on the Eastern Counties line.
There were, however, other considerations which ren-
dered the use of light engines impracticable.
After a few words from Mr. fluTcnisrsoN, in answer
to some other observations made by Mr. DAKIN,
The CHAIRMAN, in answer to a shareholder, stated
that a reduction of fares between Sheffield and Rother-
ham had been attended with the most beneficial results
to the company—so much so, that the directors were re-
solved to extend the experiment.—(Cheers.)
Dr. O'BRIEN complained that a sum of 8361., due from
the Manchester, Sheffield, and Lincolnshire Company,
was put down as received, whereas the company only
held coupons for the amount. Nothing but what had
been actually received should have been put into the ac-
count as revenue.

. .
RA IL WAY IN TELL! GEN CE.
I.jL•AND RAILWAY.
The usual halt-yeeriy meeting or the Midland Railway
Company was a hi ye st relay at the station, Derby; Mr.
Ellis, M P., chairman el the company, in the chair.
Tee advertisement calling the meeting having been
re ad, the register of sherehehlers teas seeled, and the
report of the directors was reed by Mr. Bell, the secre-
tary. The follewing are extracts:—
" In reeerence to the eteite went of the revenue account
for the half :,ear ending June 30, 1850, your directors
observe with regret ti there has teen a considerable
diminution of receipts on passenger and goods traffic;
while, on the other hand, there has been a large increase
upon n,inerals and for rents. The total receipts on
tre-
venueiwse oafetchotu•ncturr fromes
corresponding all sources
year
ivai
taken together equal
sion it 59,513 L, while, in 1849, it was 114.682/. This
great reduction admits of an
hasy and conclusive expla-
nation. In the first place, the interest upon the 50/.
ldeonfdlB o4u
'` The disposable balance for 9.
this ocea-
shares is now charged entirely to revenue, whereas, in
1849, only 12,500/. was placed to that account. On this
head there is au increased charge of 46,763/. In the
text place, there has been a greater expenditure in the
locomotive departmentorising partly from the additional
usilerge of trains rur, and partly from the necessity of
providing further locomotive power fur the increased
weight of traffic. Teere has also been an increase and©r
the head of general charges, occasioned by the renewal
of debentures arid commission on loans, which were here-
tofore debited is capital, but now properly belong to
revenue. On the other hand, there is H diminution of
expenditure under various other heads, whereby the
excess of expenditure in working the line is reduced to
the sum of 6,5741.; mid, when it is considered that the
company possesses four new engines of larger power,
against two smaller ones disposed of, the proprietors
will, it is hoped, be satisfied that the directors have by
this expenditure consulted the, permanent interest of the
company.
" The directors have placed to the Permanent-way
Renewal Fund 10,0001., as in the corresponding half-
year of 1849, but the experiments which they are now
making lead them to hope that this sum may shortly
be permanently reduced.
"From the disposable balance the directors recom-
mend that the following dividend be declared, viz.:—
IGe. upon each 1001. of Midland Consolidated Stock; 3/.
upon each 100/. of Midland Consolidated Preferential
Stock; 2s. 3d. upon each 100/. Consolidated Birming-
ham and Derby Stock; 14 10s. per share upon the Ere-
wash Valley Shares—leaving a balance of 874/. 2s. 11d.
" A further portion of the Great Northern Railway
was opened for traffic on the 7th inst., thus bringing
that arid the Midland Railway into greater competition
ith each other. Your directors have, as an experiment,
made temporary arrangements with the directors of the
Great Northern Railway Company to charge equal
fares, and they trust that further experience of the de-
velopment of the traffic will enable both companies to
escape from the mischief of a ruinous opposition.
"The proprietors are aware that this company has an
interest in the paid-up capital of the South Staffordshire
Railway Company to the amount of 51,004 Since the
last half-yearly meeting an Act of Parliament has been
obtained tor leasing that line to Mr. M‘Lean and others
for a term of twenty-one years upon the following con-
ditions:-2 per cent. from the Ist of August, 1850, for
one e ear; 4 per cent. from the Ist of August, 1851, for
seven years; 4i- per cent. from the Ist of August, 1838,
for seven years; 5 per cent. from the Ist of August, 1865,
for the remainder of the term.
" The directors believe this to be an advantageous ar-
rangement.
" Tho directors have made arrangements with the
York and North Midland, London and North-Western,
and Leeds and Think Companies, for the joint occupa-
tion of the new passenger station at Leeds, and with the
Ambergate, Nottingham, Boston, and Eastern Junction
Company, for the like joint occupation, at Notting-
ham, by which a considerable addition will accrue to
the rental of this company. They have also agreed
with the Oxford, Worcester, and Wolverhampton
Company for the working of that portion of their
railway which lies between Abbott's-wood and Wor-
cester, so soon as the same shall be ready for
El attic. The directors of that company state that
' They have accepted tenders for laying the pavement-
way between Worcester and Abbott's-wood, and for
erecting the temporary buildings at the station, and
hope that both will be completed in about two
months:' when finished, this will afford an unbroken
communication by railway between the city of Worces-
ter and the Birmingham and Bristol Railway. By thus
superseding the present imperfect and expensive mode
of working the four miles between Spetchley and Wor-
cester, by omnibuses and waggons, the directors expect
an increase of profit, not only from the more economical
transit of the traffic already possessed by the company,
but from its more extensive development.
" With a view to secure, if possible, a reduction in
the locomotive expenditure, the directors advertised
tor tenders for the working by contract of the Birming-
ham and Bristol and Leeds and Bradford portions of the
railway, but none of the offers obtained wore so advan-
tageous as to induce them to change the present system.
" Mr. Barlow reports the way and works to be in good
order, and that the average length of line maintained
during the last six months has been 467 miles, and the
cost 29,4834, being at the rate of 1261. 6s. per mils per
annum, which shows a reduction of about 51. per mile
per annum, as compared with that of the preceding half-
year. The result of the experimental lengths of way
laid upon iron sleepers, &c., to which the directors al-
luded in their last half-yearly report has been highly
satisfactory.
" The length of line constructed entirely or partially
of iron is as follows :
" Upon the Midland Counties, 11- mile of cast-iron
joint sleepers, single line.
" Upon the Birmingham and Derby, 9 miles of cast-
iron joint sleepers, single line.
" Upon the North Midland, 1 mile of wrought-iron
joint sleepers, single line.
" Upon the North Midland, 1 mile of cast iron joint
sleepers, single line.
" The earlier portions have been laid down between
nine and ten months, and have passed the ordeal of a
very severe winter, and the whole of the new road is
placed where it has to sustain the greatest amount of
traffic upon the line, both as regards speed, and weight.
" The principal works in hand are the •Erewash Val-
ley Extension, the Birmingham Extension, large corn
warehouse at Lincoln, and the enlargement of the goods
and other offices at Derby.
" The directors have made further progress towards
closing the capitol account—the outstanding liabilities
having been reduced, during the half-year, by 140,329/.
6s. 9d., and they believe that the amount stated to the
last half-yearly meeting will be fully sufficient for the
completion of the works, and to discharge the present
liabilities of the company."
The CHAIRMAN hoped they would believe him when
he said, that it was painful for him to stand before them
with so small a dividend as was offered. The report
gave them all the explanations that could be offered as
to the circumstances under which the dividend was
made. This was the first half-year in which their
earnings had to bear all the responsibilities of the
company, and they had been much disappointed
in their traffic. lie was happy to say that
at the present moment matters were looking
better than they had been, and that, so far as the pre-
sent half-year had gone, the affairs of the company were
in an improved condition. For the last seven weeks the
improvement over the corresponding period of the pre-
vious half-year amounted to 5,6004 If this favourable
state of matters kept up, the close of the present half-
year would be very different from that of the last. The
)ivnaeinr,gshuoabf the Great Northern
icet of great anxiety to
cf thought it better to
ha
hat
tl dh
eo nGlryetaetriNd
Northern
rot
ht. reirtnt e awayfrora mtohnetihr
aitr
they.
aepo
iol
ddwr
iho,aryec.
hostilityt mentionedo,rrsh,
fwsthdhw eewhi
hatoooehrwupe.
pThey tho a
pdo
itnht e
ar et f
tohr
oe s
e enteredplaees
Paa
nt:g.ae—g equalr(°l°lme aer°'
rates from
itrwnoehtccoeehrie they competed with each other—(Hear, hear)—
re
ss fromto theav oid Chairmanreducing
and he had the strongest assuarrey Company that they were
assurances
astahnex
iGo
or ea aat
aNt
to rethme
irdnj
aßeadi Railway Company that they were
as anxious as the Midland di
the rates. Of course it was the interest of both compa-
nies to preserve good feeling with each other, and he
hoped the best understanding would always be main-
tained between them.—(Bear.) He might state that they
had had two weeks' experience of the Great Northern,
and that in the last of those weeks, in which alone
there had been full competition, the receipts were 9001.
more than in the corresponding week of last year,—
(Hear, hear.) The lease of the South Stafford-
shire line, in which they had an interest to the amount
of 51,0001, was mentioned in. the report; and he was
happy to say that they were in a fair way of getting a
good return for their money.—(Hear, hear.) There was
also in the report an allusion to the increase of rent; and
he was happy to state that arrangements had been made
taollhyuntodecralotasendththeairt
by which they would receive from the York and North
Midland and one or two other railways 7,0001. a year as
wassu n
now he e had
re-
duced
rent for their stations. With respect to the capital ac-
count, that was a matter of the greatest interest to the
tmhey
foned consideredaix itv
monthsi virtually ual
ago.ly closed
T h e
England in the same posi-
tion ')capitalmPant
olc.4cooouT,nohtol:oya4nw, dae and that wishedt'g
e dhe continually
consideredhnetaccount
enacuttitnt a
sum. ample
their outlay. wenaosungoh
rtaoflcwovaeyr tphaenlyiaibnilities of the company. There
as they were in with respect to
te
with
Their
ham, and a
ception of the extension or
thandexin-
little bit on the Erewash Valley, a mere gap at the end.
500 miles of railway were allflftcoamt
of their line would be finished.
about 6 weeks every yard
their whole account
Even this only required the laying
It was clearly impossible to close pobfeirthmdeinrgwalittsh;
since last meeting,and
he was happy to say all of t
had wound up several contractshe
were within th e esti-
mates.d taken place with Mr.
Mackintosh, immediately, as they had still contracts to wind up. They
A long dispute had
Lei-
cester and Rugby, and the matter was finally left to
upon the company
reference. The' first demand made
but that was so evidently absurd that
Mackintosh, the contractor of the works between
was for 200,0001,
was only 3 000/.
(Laughter.) He only mentionedshow
this to that they
it was withdrawn, end a demand made for 60,000/. The
award, however, he was glad to say,
and he could assure them they need be in no fear that
they would exceed the amount already stated. By the
ought to give the directors time to settle these contracts,
12,0001. bear3,ooo4 wouldregarding
be gained by the company--( Birmingham lift, a saving
(Hear, .) Since the
y.
arrangement which bad been entered into the
last meeting the temporary engine-house at Gloucester
and they would
which would cost 5,000/. or
money to do it
already thewith ;
had been destroyed by fire,
build a permanent one,
6,0001, but they had
and he might also state that they would require to build
ham to carry
on
their
a large corn warehouse
trade. These were all the outlays contemplated. With
had
0004 ,ade-
bentures at 3,600,0004, of which 2'oo was
bor-
rowed at 5 per cent. lie would now show how abso-
respect to the capital account, they stated the

The CHAIRMAN said there was no doubt the money
would be paid, and they were entitled to enter the sum
as they had done.
Mr. GEACH said this money was owing as interest, and
was as certain of being paid as any account owing them
for goods or any thing else.—(Hear, hear.)
Mr. IRONSIDE said the chairman, at the last meeting,
spoke of a " pinch" coming this half-year, though ha
promised them 3 per cent. Certainly the pinch had
come. The pinch, however, was in the shape of 2s. 3d.
to the Birmingham and Derby, and 5/. to the Leeds and
Bradford.—(Hear, hoar.) Be agreed that the only hope
for shareholders raising► dividends was by a thorough
re-organization of railway management.—(Hear, hear.)
He was in favour of light engines, and would only re-
mark that if they were found impracticable, then it was
impracticable for them to have dividends at all, fie
would move that a detailed statement of the con-

tracts entered into each half-year and of the names, du-
ties, and salaries of all the servants of the company
should be circulated half-yearly with the accounts.—
(Hear, hear.) He thought there might be a great re-
duction in the latter quarter.—(Hear.) He would put
all the servants on a less fixed salary, and would give
them a dividend on the amount of their salary along
with the proprietors. If the shareholders were to be
pinched, the servants must have a little pinching too.
The CHAIRMAN had no doubt expected that they
would have 3 per cent. this half-year, because he looked
forward to such an increase of traffic as would warrant
it, but he had been disappointed.
A SHAREHOLDER asked an explanation of the slim of
25 0001. put down for engineers.
The CHAIRMAN said, this was a sum for the payment
of surveys made long ago, at a time when ao many sur-
veys were taken. Since the accounts were made up
they bad paid Mr. Stephenson 4,0001., and he believed
that a further sum of 5,0001. or 6,0004 would pay off the
whole.

Mr. BRANCRER, with reference to the SOL shares, con-
tended that what he had formerly stated on this subject
was perfectly justified by the circumstances which had
taken place. He thought the heavy traffic of the line
was not so remunerative as it might be made; and was
of opinion that the auditors would have saved much time
and discussion if they had reported on the various items
which had provoked debate.
Mr. CILIPPS, one of the auditors, said they had cer-
tified the accounts as correct, and that was all they were
called upon to do. They could not anticipate every
question that would be raised.
The report was then agreed to; and, on the motion of
the CHAIRMAN, a resolution declaring the dividend as
recommended in the report was also carried.
Mr. IRONSIDE then moved a resolution to the effect
that the names, duties, and salaries of all the servants
of the company should be circulated half-yearly with the
accounts.
The CHAIRMAN opposed the proposal, seeing any
shareholder could get such information as he desired by
applying fur it. As to salaries, he did not think their
servants were overpaid. In fact, he thought they were
not sufficiently paid.—(oh, oh.) He was not to be put
down by cries of " Oh, oh," and he could tell them he
would not be chairman of a set of slaves who were not
half-paid.—(oh, oh, and laughter.)
A SHAREHOLDER thought high salaries were not
favourable to good work.—(Hear, hear.) When their
servants were permitted to live luxuriously they were not
likely to be found attending to their work. How many
gentlemen in that meeting got 7001. a year for perform-
ing their duties?—(Hear, hear.)
Mr. IRON SIDE did not ask for small salaries. He only
wanted the shareholders to know what their servants got.
A SHAREHOLDER, from Leicester, who stated that he
had put all he had into the Midland, complained that
the servants did not show sufficient activity in procuring
traffic for the line. He had been informed that there
were five grocers in Derby whose custom would be worth
1,500/. a year if they were only asked to give it. It was
all very well for these servants to be getting their high
salaries, but he felt that he must go a-begging if the
prospects of the company did not improve.—(Hear.)
Mr. JOSE believed they would not get servants worth
having it they paid them by dividends.
A show of hands was then taken, when Mr. Ironside's
motion was carried by a small majority.
This finished the business of the general meeting.
SPECIAL MEETING.
In compliance with a requisisian from certain pro-
prietors, the meeting was then made special for the pur-
pose of taking the opinion of the shareholders upon the
assumed liabilities of the company for any expenditure
incurred by the Leeds and Bradford Railway Company;
also with regard to the debenture debt and the liability
to pay a certain annual rent to that company; and also
in respect to all the circumstances which brought about
the engagement between the Midland and the South
Midland Railway Companies.
The advertisement calling the meeting having been
read,
The CHAIRMAN said this was a matter of very great
importance, and he would make some remarks upon it
now, as he meant to take no part in the debate after-
wards. He looked upon this as the most grave question
that had ever yet been mooted in a railway company—
(Hear, hear)—and, to his knowledge, it was looked
upon with great suspicion in all parts of the country,
as a supposed act of repudiation.—(Hear, hear.) This
bargain with the Leeds and Bradford Company was
entered into a number of years ago, when they were
II very sanguine about railway property. He had
himself never more than twenty shares in the line.
He bought them at a high premium, and
afterwards sold them, so that now he had
no interest in the matter, nor had any of his
connexions. But he stood there in a public capacity,
and he begged them to remember that the eyes of all the
country were upon them. He called upon them, as they
regarded the character of mercantile men, the character
of England, and the character of railway transactions, to
be cautious in their movements upon this matter.—
(Hear.) He was one of the persons who entered into
this arrangement. At that time they were all very
sanguine on railway matters, and this Leeds and Brad-

SATURDAY EVENIN(3, AUGUST 241 1-6brO;

he wanted to know it that extreme dissatisfaction was
reasonably entertained? Therefore they asked, as he
thought most reasonably, fur inquiry by a committee.
If such a committee was granted, he would propose that
it should consist of three mea, viz., Mr. 'sl pie, Mr. G.
Chambers, and Mr. Wyid.
Mr MITCIIELL thought the chairman had spoken of
this question very daintily incited, but he wished he Lai
been as dainty at the last meeting, when the 50-pounders
came to a resolution thlt they should have 4 per cent.
upon money which they had never paid.—(Hear.)
Mr. GEACH took a very different view of this cafe from
that urged by the mover and seconder of the motion,
though he admitted they had urged their arguments with
fairness and propriety, The question was not one of
money, it was simply whether they were entitled to
break what had been a fuir agreement. If it were a
mere question of law, then the best course for those
shareholders who were adverse to the bargain would be
to go at once into the Court of Chancery, and try the
validity of it. He, however, should very much regrt tto
be obliged by the Court of Chancery to do that which
he ought to do as an honest man—(Hear hear)—viz.,
to do that which, however onerous, seas etill binding
upon him as a duty. They had already had inquiry into
this matter.—(No, no.) It came before the ins estiga-
Lion committee, who invited Mr. W)lie to make com-
munications to them on the subject ; and when the
committee reported to the shareholders, that body
tl tided that it was not desirable to go any further into
the matter. He, fur one, would not be a party to
the repudiation of any bargain into which tb..y had
en.ered —(Hear.) However bad the bargain might be,
they were bound as honest and honourable men to abide
by it.—(Cheers.) There were few people in the room
that would benefit more by the lease being done away
with than he would, but he had a character fur honesty
to maintain. and he would not do that which t o con-
ceived would be a dishonest act.—(Hear, hear.) He
hoped the proprietary would set this question at rest for
ever, and let the world see that when they bad entered
into a bargain, whatever it might be, they would
honourably stand to its fulfilment.—(Hear, bear.)
Mr. BRANCKER denied that in voting for the resolu-
tion he was voting for repudiation in the sense conveyed
by the chairman. He repudiated this lease, however, as
one got from the company by fraud.—(Hear, hear.)
Why should they be saddled with a burden which was
neither legal nor equitable? There could be no repu-
diation in getting rid of what had been accomplished by
fraud. He was quite willing to allow the question to
go before a jury of their countrymen, and, if they found
it right, he for one would be willing to acquiesce in the
decision.—([fear, hear.)
Mr. M•Tunic could not be said to repudiate, for he
was against this bargain from tE• very beginning. No
inquiry had yet taken place into the matter, for the in-
ve,tigation committee left the question open to the con-
bieeration of the shareholders. If matters went on as at
present, he thought the probability was that in a few
years the shareholders would receive no dividend at all,
while the Leeds and Bradford Company would be in the
receipt of their 10 per cent.—(Hear, hear.) If the di-
rectors opposed this inquiry it would appear as if they
wished to conceal something they were ashamed of.
Mr. E. BAINES, of Leeds, felt it impossible either to
vote for the resolution or to sit silent and not protest
against it. Never having held a share in the Leeds and
Bradford Railway, and having too many in the Mid-
land, he bad no interest in refusing to give up the lease,
but he looked to the principle involved in the matter, and
found it fraught with consequences highly important to
their credit, to railway companies generally, and
indeed to all mercantile communities. He understood
Mr. Wylie and Mr. Brancker to say that they had no
desire to repudiate a fair and honourable bargain; and
he hoped that feeling would be echoed by every gentle-
man in the room, and that they would &how an amount
of honour that would not only prevent repudiation but
everything that had the slightest resemblance to it.—
(Hear, hear.) He had looked into the transactions by
which the leasing of the Leeds and Bradford line was
conducted, in order to see if anything had occurred to
raise a doubt on the legality and fairness with which it
had been carried into effect, and he declared that he hal
been bitterly unable to find anything of the kind; nor
had an) thing been alleged by Mr. Wylie which could
lead them to doubt the validity of the lease, He
stated that be had the opinion of counsel
that it was not valid, but he did not give
the grounds on which that opinion was founded.— (Hear,
hear.) It seemed to be supposed by some shareholders
that they would not be guilty of repudiation in break-
leg the lease, because they had always been opposed to
it; but every shareholder must be held as bound by the
acts of the majority of the proprietors, and no one was
entitled to plead the right of repudiation on any such
grounds.—(Hear.) No one could condemn more than he
did the principle cf paying a large sum to the Leeds and
Bradford Company, based as the payment of that sum
was on a false view of the profits of railways; but, the
arrangement having been made, neither Mr. Brancker
nor any other person was entitled to get rid of the loss
by saying that he protested against the payment at first.
It was said that nothing more then a committee was
wanted; but let them consider what alarm the proposal
had created in the minds of the public—what alarm it
had created in the mind of Lord Lifford, and in that of
their chairman.--(A laugh.) Let them look at the letters
in the public papers on the subject, and at the effect which
it must produce on the shares of the Leeds and Bradford
Railway.—(Hear.) Suppose a Committee of the House
of Commons was asked to inquire into the " assumed
liability" to pay the national debt, would not that
look like a repudiation of the national debt.—(Ques-
tion.) That was the question, and ho had only
used an illustration to show • the exact position
in which the motion would place them. Ile found, on
looking into the records of what had taken place, that
the lease was considered at a full meeting of the share-
holders and agreed to, though Mr. Brancker made a pro-
posal that further time should be taken to consider the-
matter. Then, after this, another meeting was held to
include in the lease the junction line to Bradford, and
all the other undertakings cf the Leeds and Bradford
line. That matter was also discussed and carried, and
on that occasion the chairman said it was an open above-
board lease. He found that they had gone on from that
time to this with the lease without one instance of devia-
tion, and it therefore seemed to him as notorious as any-
thing could possibly be, that this was an agreement into
which they entered with their eyes open.—(No, no.) He
did not mean, of course, that they were aware how im-
provident a bargain they were making ; but still, there
the bargain stood, entered into with all the solemnity of
a public act.—(Hear, hear.) Now if, after all this, they
asked for a committee, was it not certain that the general
impression would be that it was with a view to get rid of
the lease ? He would say, let them lose their money,
but let them not lose their honour and their character.
He could go to bed and sleep comfortably with the
knowledge that he had lost his money, but he could not
do so if he had lost his character.—(hear, hear.) This
proposal had created suspicion, alarm, and distrust, and
was calculated to keep up disunion in their body; but
' he would rather say, let them stand by their contracts,
and then apply all their patience, skill, and perseverance
to the development of those vast resources which were
still open to them.—(Cheers.)
Mr. Bowers, of Leeds, supported the resolution. They
were entitled to examine this matter just as they would
examine the title-deeds of an estate that were thought
doubtful. He had no wish to get sixpence of any man's
money, but let them have justice.
Mr. SCOTT scorned the idea of repudiation, but as an
honest man he wanted to know whether this lease was a
bond Jude honest agreement, and for that purpose he
wished a committee.

ford line appeared to be a most important link to s
nect,.d either with this line or the Lancashire and York-
shire lines. They a ero anxious to get it, and the
Lancashire and Yorkshire were as anxious to have it, on
the other hand. The then board of the Midland unani-
mously ,sanctioned an agreement and the bargain wes
ma ie in positive good faith between them and the Leeds
end Bradford Company.—(Hear, hear.) It was a
bond . file bargain, and had been so acted upon to the pre-
sent time. Property had changed hands on the Bradford
hoe, and he cautioned them to be careful how they ex-
cited the bare suspicion that they wished to disown the
bargain which had been entered into. If they took any
step that could be viewed as repudiation, he would tell
them that to railway property, bad as it was, it would be
the worst blow ever inflicted upon it.—(Llean hear.) On
this subject he had received a number of letters; but
there was one which he would read to the meeting, ac-
cording to the desire of the writer. It was from Lord
Lifford, who was now in Ireland :
" Gentlemen,—l see in the newspapers a requisition
made to you to call a special meeting e f the Midland
Railway Company to consider the liability of that com-
pany to Fay an annual rent to the Leeds and Bradford
Railway Company, and other matters connected there-
with.
" With great respect I beg to pretest against the
attempt to disturb an engagement which has so long
been acquiesced in. Yuu are aware 1 wrote to you to
know whether any such intention was entertained by
your board, and was informed none such was ceetem-
plated. I wrote to the Leeds and Bradford directors to.
know whether there was any ground for the charge of
ur.feir procedure, and was informed none whatever, and
there ens nothing on their books which would not bear
inspection. The bargain was made many years ago,
when the most sanguine expectations were entertained
as to the profits of railways, and it was made under the
pressure of a competition for possessing this railway. It
has not only been accepted and approved by the pro-
prietors, as rvell as acquiesced in ever since, but has
been noticed in several reports which have been adopted
by the proprietors, and especially in one (if not more
than one) since this Liverpool j committee have discussed
the subject, and yet that report was adopted without a
dissentient voice, and thereby many individuals, and
among the rest he who now addresses you, have been led
to invest their money at a high price on these shares be-
lieving the objection to be abandoned, and confiding in
the good faith of honourable men, who, it was supposed,
if they contemplated hostilities, would not allow the
public to be deceived by an acquiescence which had a
contrary appearance.
" In troubling you with this respectful protest against
this proceeding, I cannot but express my surprise that it
should proceed from gentlemen who, I presume, are met.e
cantile men. Nothing has so advanced the success of
British enterprise as the inviolable good faith of mercan-
tile men and mercantile bodies—nothing shakes confi-
dence so much as attempts, especially on slight grounds,
at repudiation, when circumstances have rendered a
bargain less profitable than was expected; and could
repudiation assume a worse appearance than when a
bargain was made with a company at a time when it
was solicited to form a connexion with another company,
and to seek to repudiate that bargain when the con-
nexion formerly proposed is no longer practicable?
What would be said of the Leeds and Bradford Com •
pany if they sought to repudiate this bargain, because
the Lancashire and Yorkshire, or East Lancashire,
offered better terms? If these proceedings are counte-
nanced, it will be necessary to take a legal opinion before
a purchase is made of guaranteed or preference stock.
The confidence in railways has been much shaken, for
tio man will invest his money in concerns liable to such
attempts, and the present movement keeps up the want
of confidence, for it has so far lessened the value of this
stock as to show that there is no security in any kind of
railway property.—l have the honour to be, gentlemen,
your most obedient humble servant, " LIFFuRD.
" August 13."
This was a proprietors' question, but he wished it to be
understood that he could have neither part nor lot in the
matter.—(Hear, hear.) He believed that it would be
one of the most fatal blows to railways ever given if
anything that savoured the least of repudiation was
sanctioned by that company.—(Hear. hear.) If he had
read the requisition aright it went to the extent of repu-
diation, for it raised the question whether they should
pay rent to the Leeds and Bradford or not.—(Hear,
hear.) As a body the directors were with him in this
matter. They could be no parties to any such step as
this. They looked upon it as a moat suicidal proposal
as regarded the Midland, and deeply injurious to rail-
ways generally. Doubt and distrust would be raised on
all sides by the mere agitation of such a question as this;
and, having thus given them his sentiments on the sub-
ject, he would now leave it in their hands.—(Hear.)
Mr. WYLIE, of Liverpool, agreed with the chairman
that this was a most vital question, and that it should be
approached with caution, and with an earnest desire to
act justly, and fairly, and honourably towards all par-
ties. lie was one of those mercantile men to whom
Lord Lifford had alluded, and in the course of his
experience he had ever found that honesty was the
best policy.—(Hear, hear.) Though he had made
many enemies by his agitation in that company,
he would nevertheless ask if the circumstance of their
now being better able to judge of the accounts of the
company was not the result of the agitation which he
had pursued?—(" Yes, yes!" and " No, no!") He con-
fessed that he approached the subject referred to in the
requisition with the utmost hesitation, not, however, on
account of any doubt he had of the correctness of his
position, for ho was full of confidence in the justice of
the cause he had taken up. They had heard Lord Lif-
ford's opiuinion as to the consequences which would
I
follow this inquiry if it took place; but he (Mr. Wylie)
must candidly confess, that while he would not lend
himself to do injustice to Lord Lifferd or to any other
person, his sympathies were not with the Lord, but with
that Leicester shareholder who had told them that be
was utterly ruined.—(Cheers.) Last half-yearly meet-
ing, when this question was brought forward, they were
defeated; but he was never so satisfied of the justice of
his cause as after that defeat; and he begged now to say,
that the only effect of defeat would be to lead them still
to maintain the right, with the assurance that, in the
end, right would prevail.—(Flear, hear.) The Leeds
and Bradford question was certainly a most important
one to that company. It was a serious matter to them
to pay this large amount of annual rent, and much he
feared that the downward course of that railway—and it
had been progressive hitherto—would put it beyond their
power to pay this large amount of annual rent, and
then they would have to make a bargain with the Leeds
and Bradford Company, whether they would or not.—
(Hear.) The Leeds and Bradford lease was submitted
to the committee for investigation, and they reported
upon the subject. Ho had seen it his duty to contend
against that report when it was brought forward, and
he was well seconded by a gentleman who was now in
the direction. On the whole subject there was such an
expression of feeling on the part of the proprietors that
Mr. Murgatroyd and Mr. Waddington, though they
resigned, were virtually expelled from the management.
—(Cheers.) He, and those who thought with him on
this question, had been charged as repudiators, but he
denied that they were so ; and if a committee was ap-
pointed h. e pledged himself to bow to its decision,
whether it was adverse or favourable to his views.—
(Hear, hear.) He begged to state that he had
placed all the papers he could command on the question
in the hands of an eminent solicitor in London to take
the opinion of counsel. The result of the opinion given
was, that on a question so open to doubt it was his duty
at once to have convened a special meeting, and to have
asked the directors to go into Chancery, and to wiih-
hold the rent duo to the Leeds and Bradford
Company till the whole question was investi-
gated.—(Hear.) He did not wish to inflict the slightest
injury on individuals, but he ventured to say that it they
did not give him this committee they would inflict infi-
nitely more evil than seemed to be anticipated. If the
investigation committee had prosecuted this inquiry as
they ought to have done they would not now have been
driven to this alternative. That committee seemed to
have some doubts themselves on the subject, for they
stated in their report that the question remained as it
was, and that it could be taken up by the shareholders if
they thought proper. Ile had urged upon that commit-
tee the propriety of taking the opinion of counsel upon
the question, but it was carried, though not unanimously,
that it was inexpedient to do so. Everybody knew the
suspicious manner in which the Leeds and Bradford lease
was got up, that Messrs. Hudson, Waddington, and
Murgatroyd had all a personal interest in the arrange-
ment, and that, in fact, they were both buyers and sellers
at the same time—that, in short, the transaction was of
such a nature as would not bear investigation. After
referring to some circumstances connected with the ap-
pointment of the investigation committee, Mr. Wylie
proceeded to say that the company was in a most serious
and critical position. The great rival they now had
at their door might snap away the small surplus they
had it in their power to divide, and in such circum-
stances it was of the utmost importance that no division
should exist among themselves. He believed that he
was acting a friendly part, when he proposed that they
should terminate all questions of discontent, and that
they should
.have that perfect union which the
chairman
so strongly inculcated._(Hear, hear.) If, however, it
was believed by a large body of the shareholders that
the Leeds
and Bradford lease was fraudulently brought
about, it was impossible they could have the union so
much desired.—(Hear, hear.) One great argument
against inquiry was, that time had
now legalized the
arrangement, but he denied that time could ever legalize
wrong. It was said that suspicion had been excited all
over the country by this movement; but the innocent
did not suspect, and if any man held a lease which he
believed he had obtained fairly and honestly, that man
would court inquiry, and not oppose it.—(Hear, hear.)
He contended that there were suspicious circumstances
connected with the granting of the Leeds and Bradford
lease, and that therefore they were fully entitled to in-
vestigate the matter. If instead of fraudulency the
whole transaction was characterized by honesty and
fair play, then all this would be elicited by inquiry,
and an apple of discord would be taken out
of the way. He begged to state that if this com-
mittee was refused, he held in his hand a document
which would bring the whole case into court.—(Hear,
hear.) He hoped, however, that by giving him the com-
mittee they would render it unnecessary for him to take
that step.—(Hear, hear,) Mr. Wylie concluded by
moving for the appointment of a committee to inquire
into the liabilities of the company with reference to the
expenditure incurred by the Leeds and Bradford Rail-
way, and into the debenture debt, and the liability to
pay a rent to that company, &c., with power to call for
persons and papers, and to report from time to time to
the company.
Mr. IRON SIDE seconded the motion. He had examined
this question deeply, and if ever there was a matter on
which his conscience was clear it was this.
.Whatever
might be the result of the committee's investigation, he
would be satisfied with it.—(Hear, hear.) Mr. Hudson
told them that if they were not satisfied with the bargain
he would take it off their hands.—(A laugh.) The di-
rectors acquiesced in that statement. Now, he and
others were extremely dissatisfied with the bargain, and

Mr. WESTON (4/ whose request the report of the
committee of investigation on the subject was read) de-
nied that he was in favour of repudiation, and observed
that the sole object of a committee was to put right that
which they strongly suspected was a great wrong.
Mr. PAGET, one of the directors, said this was en-
tirely a question of character, and reprobated the ides
of taking advantage of any technical errors, should such
exist, for getting quit of the lease. On the other hand,
if they adhered to the lease only because they were
bound in law to do so, they could take no great credit for
honesty. If, however, they did not mean to take advan-
tage of a technicality, then they were taking a most un-
wise course, as they were destroying the credit of the
Midland Company, for the gratification of their own cu-
riosity, and to pursue a _chimera.—(Hear, hoar.) If
this was a money question, as he held it was nut, he
would say that no loss they could sustain by retaining
the lease could be equal to the money loss they would
suffer by letting it go forth to the public that they were
a company eager and ready to get rid of their engage-
ments. He would say that a company borrowing to the
extent of nearly 4,000,0001. could not afford to have such
discredit thrown upon it.—(Hear, hear.)
After a few words from Dr. O'Bnistt in favour of the
resolution,

Mr. SMITH, a director, opposed it. He contended that
it was not competent for the company to make mach an
inquiry as was now proposed.
[The CHAIRMAN here asked if any gentleman had lost
two 101. Notes, as two such bad been found in the room.
Amid loud laughter the Chairman's question was an-
swered by about 100 voices exclaiming, " We have alt
lost 101. notes." " This is just the place for empty
pockets," &c. The Chairman afterwards intimated that
an owner had been found for the notes.)
Mr. GOODWIN, a director of the Leeds and • Bradford
line, defended the lease at some length, and was followtd
by Mr. CARBUTT, a director, on the other side.
Ultimately a show of hands was taken, when a groat
majority were held up in favour of the resolution. A
poll was then demanded, the result of which was as
follows:

For the resolution ...
Against it ...
Majority ...

... 1,229
..: 2,034

VAUXHALL•GARDENti.--The season at this OW
was terminated last night by a bal masque on a scale of some-
what increased display and expense. The company, wbich
was numerous, were regaled in the usual wanner by an
immense band of instrumental performers, the appliances of
all kinds of inspiring fluids, and such other accessories as
such amusements afford. The dancing, under the direction
of a host of masters of the ceremonies, was incessant from
eleven o'clock till daybreak. The performers, however, ex-
hibited no symptoms of weariness, and the only regret was
the necessity of retiring at last. The persons in costume
dresses, as they are termed, were numerous, and some of them
were very gorgeously arrayed. What are termed " charac-
ters " were, however, but feebly supported. 'I he whole was
well arranged under the management of Mr. Wardell, the
lessee, to whose exertions during the season the pleasure-
seeking public are much indebted.
The directors of the London and Westminster
Bank have resolved that on and after the 30th of nitit
month their Westminster branch in St. James's-square shall
be closed at 4 o'clock. There can be little doubt that this
arrangement, which has been entirely successful in the City,
will ultimately also become the rule among the banks at the
West-end.

--- -----
SIR CHARLES NAPIEIL—There having been ru-
mours that Lord-Advocate Rutherfurd is to be elevated to
the bench, the electors of Leith have resolved, in case of •
vacancy, to invite Admiral Sir Clarks Napier to become a
caudidAtt.