The Sun.
London, England, 1845-12-10 00:00:00

ONDON AND BRIGHTON RAIL
WAY COMPANY.

The Commenter (in continuation from our Afternoon Edi-
ti al of yesterday) said—l was then placed under obligations
ts, that gentleman, which no provocation whatever in any case
would le id me to disregard; but I never for one moment can
feel any difficulty in drawing a line of demarcation
b daveen public and private dutron the present occasion. I
think that this-will be better done by giving the narrative of
Ili atter which led to the last meeting, than by any at-
iitir
t or mine to follow Mr. Wilkinson throughout his whole
ement. This will put you in possession of the facts of
tl a case, and correct some misrepresentations, quite
it: tentional, I am sure, in the statement of the
Croydon Chairman. It will, at the same time, do
a ray with any controversy which might arise from that
at itement. Gentlemen, the statement may occupy some por-
tan of your time, but, considering the magnitude of the
interests involved, the attack upon the character of your Di-
rectors—a body in whom you have placed a great trust and
confidence—l am sure that you will not consider as waste
any amount of time necessary to the full statement of
tl e caste. We intend in this narrative, however, to
Plsat out the principal reasons which, I believe,
d7mated the Croydon -1-3oard.—(llear, hear.) It unfortu-
merely happens that there are two distinct interests to re-
g :rd at the Croydon Board. They have not only the Croy-
d •n interest: to attend to, bat attention was also demanded
from them as the directors of the Direct Portsmouth line.
Thus von will tind that the Chairman of the Croydon
Company is the Chairman of the Portsmouth Company, the
Directors of the one Company are the Directors of the other;
the secretary, the solicitor, and the engineer of the one Com-
pany, in like manner, hold corresponding offices in the other.
—(Hear, hear.) This extraordinary position of the Croy-
& a Directors and officers is the cause of all our
differences. Their Directors had in this treaty with our
Company a double object in view. They bad to keep
in their mind two objects—the first the proper and legitimate
interests of the Croydon Company, and secondly, the promo-
tion of the Portsmouth Company. The first object was per-
fectly legitimate on the part of the Proprietors of the Croydon
Company, and ought to form the basis of their amalgamation.
These gentlemen are then in a falleciousposition. They come
to us as the Croydon Directors, but with the feelings and mo-
tives and objects of the Portsmouth Directors. Theirhands
were indeed the hands of Esau, but the voice was the voice
of Jacob.—(Cheers and " Hear, hear," intermingled with
hisses and "No, no.") That which is the real source of all
tie difficulty does not admit of doubt, and these objects are
very clearly explained in 'Mr. Wilkinson's address, and this
was shown before, because, in the conference with the
Croydon Directors, we were asked to admit the
kortsmouth Directors to an amalgamation, and it
ecas threatened that if we did not, the Portsmouth Com-
pany would apply for an independent access to London. In
snaking this statement I have somewhat forestalled the nar-
rative, but I did so, lest iu the after part of it it might not
be distinct to those present. What I have stated
in tRr- -narrative will call for the production of
the correspondence which has taken place between
the two Companies. Those gentlemen amongst you who
have been present at the previous meeting will doubtless
have listened to many repetitions of them, but it is absolutely
ntceseary that the correspondence be read, to put into its
proper position the facts of the case.
Mr. sfaveort thought that as the correspondence had been
read at the previous meetings, and published in many of the
Lendon papers, the repetition of it might be spared to the
meeting. If there was any portion of it new, he, and he was
sure the meeting, would have no objection to give their pa-
tient attention to it.
The CHAIRMAN—I would ask the meeting to allow me to
proceed in the way best calculated to bring the facts before
you. There are letters which have not appeared in the
newspapers, and which throw a great light on the corre-
spondence. The letters as they have appeared are not also
in the order of correspondence, and are very different
em that in which they were read en the former occasion.
-The order we have adopted is this—namely, that in which
the letter arrived at and departed from our own office. Such
is the only order on: which you can found a fair conclusion as
to the conduct of your own Directors.—(Hear, hear.) And
I have also to offer an explanation on some parts of the cor-
respondence which has been read, but I think this course
will also occupy the shortest time.
The letters which had passed between T. J. Buckton, Esq.,
Seeretary to the London and Brighton Railway Company,
and R. S. Young, Esq., Secretary of the London and Croy-
don Company, with respect to the amalgamation of the Com-
panies, anti wnich have already appeared before the public
in half a dozen shapes, were then read.
The CHAIRMAN—On last sitting down I was informed by
itr. Crowlev that in reading my statement I made a serious,
mistake. Ile tells me that in speaking of certain misrepre-
sentations I used the words " it was quite intentional," in
place of "unintentional," and I therefore take the first oppor-
tunity of correcting the error. Gentlemen, it is necessary that
I should state that your Board, with reference to the pro-
posal of amalgamation, was perfectly unanimous. The letter
read to you was adopted by the Board with perfect una-
nimity. When modifications proposed by the Croydon
Company came under consideration, then unquestionably a
difference of opinion arose among the members. of our Board.
We were not unanimously of opinion that the proposition
should be rejected. The proposal was adopted by a majority
of the Board, only two gentlemen (I was one) dissenting from
the motion. Now, you will naturally ask why I make such
a statement ? The reason is, that Mr. Wilkinson, in his state-
ment—very unnecessarily, I think—made known the fact
that I had dissented from this proposal.—(Hear, hear.)
But, gentlemen, I may ask you to draw the dis-
tinction between the unanimity of the Board in its
deliberative capacity and its unanimity when it has acquired
an executive character. When the Board has assembled in
its deliberative character, is it to be wondered at that out
of ten gentlemen there should not be some difference of
opinion, and so far from that fact being discreditable to
you, the Board, I think, ought to take credit for
it. We prove by this independence of opinion
that we are not following a leader—that we are not acting
upon his dictum—but that when we once decided that the
proposal should be made to the Croydon Board, the Board of
the London and Brighton alters-its character; we then be
come executive, and it is the duty of those who are in the
minority to act with the majority.—(Cries of " Hear, hear.")
I appeal to those gentlemen who have in remembrance how
I brought this matter before them, whether it was not done
with all apparent cordiality on my part.—(Hear, hear.) I
much 'doubt whether any gentleman suspected that the pro-
posal I brought forward was not approved of by myself, and
I may further say that, in consequence of the proposal made
to the Croydon Company, an agreement was drawn up be-
tween Mr. Wilkinson and myself, which the Secretary will
now read.
Mr. BUCKTON read an agreement to the effect that the
Directors recommended to the respective Proprietors of the
two Companies that the 50/. sharesof the Brighton Com-
pany should rank as 501., and that the Croydon shares of 201.
should rank as 181.105., and the other shares which might be
issued in the like proportion, the details to be settled by a
committee of three members from each side.
The SECRETARY also read certain minutes emanating from
the joint committee, which were ultimately not confirmed.
The CHAIRMAN said these minutes were not read by the
Chairman of the Croydon CoMpany, and for this reason, that
no subsequent confirmation had been made of them, but
still there was a sufficient reason why they should be
read to the meeting. They showed what were the in-
tentions of the, committee with respect to those arrange-
ments. In the first place, it would be observed that they had
provided for this point, that in all questions of
agreemel entered into between the two Companies with
other Companies it would be necessary to notify the same to
the partner Company. At our second meeting the question
arose as to whether the minutes were correctly recorded, and a
motion for the confirmation of the minutes was opposed by the
gentlemen of the Croydon Board. There was no
doubt that the question might be justly raised as to whether
the minutes were correct in every word, but to their
substantive correctness I may safely pledge myself ;
but we felt that it was not right to insist on this ar-
rangement as absolute and final. It was our
wish to meet the views of the Croydon Company, and in
accepting any arrangement or modification of the
minutes we viewed it as embodying a regula-
tion te put the question of the two Companies at rest.
At the same time these miuutes were not confirmed, and
might nut be considered binding on ' the Croydon Board.
Finding, however, that we did not proceed satisfactorily,
the second meeting of the committee was wholly occupied
in the discussion of the question of the confirmation of the
minutes. Manye, things that. had been stated by me to
the CiLtirman f the Croydon Board have afterwards
formed the subject of a public statement by him. All state-
melts 111 ode at the Board by one gentleman to another have
always bees considered confidential. _ I have, however, no

resnon to regret those statements being made, as I dare say
was not done with any bad feeling. I slid to Mr. Wilkin-
1115n that my state of health would not permit me to continue

working to farther the arnalgFnation, and that it would be

neces3ai=y that some other gentleman should take my place,
and I would therefore propose to my Board to remove me
from the duty, and appoint another in my stead. Mr. Wit_
Janson has slated the fact, and I certainly think that there

W notllini.; to be ashamed of in it.—(Hear, bear.) It might
l-
itye appeared to them that I did not wish to bring this
Amalgamation to a: close, but such was not the case.

!iv -.made an application to

,rcti~:~

my Board,

who were vOf opinion that a member of their body
could be ill spared in such an important crisis, and that
therefore they would continue me in office. I think that it
Is very much to be regretted that so large a portion of the
statements made by the Croydon Company should consist in
reports of conversation. I could not undertake to report a
conver4:ition that had taken place five or six weeks since
with any accuracy. I can only say that when I have to re-
port a conversation I will give the facts as accurately as
posiible, and unless it is necessary, I will not refer to any
converation whatever. By some minutes of Saturday, the
let of Nov., it was agreed that the amalgamation should take
plafle, and that the consideration of the Wandsworth branch
should be referred to separate committees, who would report
aep_trately on it ; that each Board should exercise its func-
tions as uvaal, and tluit ail matters concerning both the COm-
panics should be referred to the two Boards jointly. Mr.
Wilkinson proposed there should be an amalgamation of the
two lines from January, 1846, and the consideration of that
proposition was also to be referred to a committee consisting
of ;x members of each Board. We have been accused of
wishing to have a greater number to represent our
Board on the joint committee than the Croydon Board.
Yon will see,• by our requisition, that the Directors
of both Companies were to consist of equal numbers, and
that they should decide on the ‘Vandsworth branch, which,
in my opinion, is the only difficulty between the Companies.
It L; easily re II that the agreement between the Brighton
and S'outli.l% estern Companies would not permit of any
amalgamation between the Brighton and the Croydon,
who proposed to carry out the Portsmouth branch. The
committee; were each to report to their separate Boards. '
The amalgamation proposed by Me. Wilkinson was voted
against by Messr;.• Hill and V.atson. If you refer
to the c9py of the minutes which were referred to
by Mr, Wilkinson, yOtt will find that this
carenmstance was omitted. I do not say that the omission
is made intentionally by the Croydon Company, as it might
laays arises i o:n many circumatancas. The gentlemen who
voted foe Mr. Wilkinsan's amendment were from the Croydon
Board, RA the three gentlemen from the Brighton Board voted
against it. it appears a little hurl to me, considering
the re ;dines: with which the Croydon members obtained the
firs: prons,sition, that the Brighton Board should be held
bowal bv an arrangement in the making of which
their delegates were not considered. It is con-
sidered that as the majority of the gentlemen
resent were in favour of the arrangement that it is to
be lin ding, but I will show why we should entertain a con-
trary opinion. A good deal rests on the fact. of our secretary
laving written a letter inclosing a copy of the minutes, and
it is necessary that that letter should be read. You will ob-
serve that it is written on the same day as the meeting of
the committee,- viz., the Ist of November. That letter
inclosed a copy of the minutes of the committee
of amalgamation, and requested an early appoint-
Emit -of the six members of the Croydon Board
to act with the members of our Board until
the Act of Amalgamation should be obtained. An advantage
is here taken of a very simple error which our secretary had
Committed in the hurry of business, and in consequence of
that. error they make a demand that we shall consider our-
selves bound by that letter. Before the committee broke
up it was agreed that the two Boards should meet on the
Di of Nov. following, as it was necessary that a com-