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

LONDON AND BRIGHTON RAIL-

WAY COMPANY.

The CSTAIRMAN (in continuation from our Afternoon Edi-
tion of yesterday) said—l was then placed under obligations
tothat gentleman, which no provocation whatever in any case
would le.id ma to disregard; but I never for one moment can
feel any difficulty in drawing a line of demarcation
between public and private duty on the present occasion. I
think that this will be better done by giving the narrative .ofil
the matter which led to the last meeting, than by any at-
tempt of mine to follow Mr. Wilkinson throughout his whole
statement. This will put you in possession of the facts of
the case, and correct some misrepresentations, quite
intentional, I am sure, in the statement of the
Croydon Chairman. It will, at the same time, do
away with any controversy which might arise from that
statement. Gentlemen, the statement may occupy some por-
tion of your time, but, considering the magnitude of the
interests iovolved, 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
the case. We intend in this narrative, however, to
point out the principal reasons which, I believe,
actuated the Croydon Board.—(llear hear.) It unfortu-
nately happens that there are two distinct interests to re-
gard at the Croydon Board. They have not only the Croy-
don interests to attend to, but attention was also demanded
from them 83 the directors of the Direct Portsmouth line.
Thus von will find 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 s:cretary, the solicitor, and the engineer of the one Com-
panv, in like manner, hold c,gresponding offices in the other.
—(fieer, hear.) This extraordinary position of the Croy-
don Directors and officers is the cause of all our
Afferences. Their Directors had in this treaty with our
Company a d,uble object in view. They had to keep
in their mind two objects—the first the proper and legitiniate
intsre-ts 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 gentleman are then in a fallacious position. They come
toots as the Croydon Directors, but with the feelings and mo-
tives and objects of the Portsmouth Directors. Their hands
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
the 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
Portsmouth Directors to an amalgamation, and it
was threatened that if we did not, the Portsmouth Com-
pany would apply for an independent access to London. In
making this statement I have somewhat forestalled the nar-
rative, but I did so, lest in the after part of it it might not
be distinct to those present. What I have stated
in the 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
necessary that the correspondence be read, to put into its
proper position the facts of the case.
Mr. TAYLOR thought that as the correspondence had been
read at the previous meetings, and published in many of the
London 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 attenti,n to it.
The CitausstAst—l would ask the meeting to allow me to
proceed in the way best calculated to bring the facts before
von. 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
from that in which they were read en the former occasion.
The uder we have adopted is this—namely, that in which
the letter arrived at and departed front 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.,
Secr.stai-y to the London and Brighton Railway Company,
and IL S. Young, E,q., Secretary of the London and Croy-
don Company, with respect to the amalgamation of theCom-
rallies, and wnich have already appeared before the public
in li df a dozes shlpes, were then read.
• The CHAIRMAN—On last sitting down I was informed by
lir. Crowley that in reading my statement 1 made a serious
)ni3-ake. lie tells me that in speaking of certain misrepre-
sent tins I used the words " it was quite intentional," in
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place of "unintentional," and letimffore take the first oppor-
tunity of correcting the error. emen, it is nee,esaary that
1 s;lo111 state that your Beard, with reference to the pro-
roil( of amalgamation, was perfectly- unanimous. The letter
read to you was adopted by the Board with perfect una-
nimity. When. mortification's 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 pronoAition
should be rejected. The proposal was adopted by a majority
of the eird, only two gentlemen (I was one) dissenting from
the motion. Now, you will naturally ask why I make such
a 'tateotent ? The reason is, that Mr. Wilkinson, in his state-
nt,ot—very unnecessarily, I think—made known the fact
that I hail dissented from this proposal.—(Hear, hear.)
gmtlemen, I may ask you to draw the dis-
tin,-tion between the unanimity of the Board in its

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delihrative capacity and its unanimity when it has acquired
Ott executive character. When the Board has assembled in
its deliberative character, is it to be wondered at that out
tvl ton gentlemen there should not be some difference of
()pinion, and so far from that fact being discreditable to
on, the Board, I think, ought to take credit for
t. .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
urop-sal slieuld be made to the Croydon Board, the Board of
the Lond )n 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.")
1 appeal to those gentlemen who have in remembran..e how
brought this matter before them, whether it was not done
with all apparent cordiality on my part.—(Hear, hear.) I
much daunt whether any gentleman suspected that the pro-
vos.4l I brought forward was not approved of by myself, and
I may farther 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
row read.
Mr. BUCKTON read an agreement to the effect that the
Directors re:ommended to the respective Proprietors of the
two Companies that the 50/ shares of the Brighton Com-
rany should rink as 501., and that the Croydon shares of 20/.
should rank as 18/. 103., 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 SECRETM:y also read certain minutes emanating from
the joint committee, which were ultimately not confirmed.
The CliAlltmAX 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 he observed that they had
provided for this point, that in all questions of
agreement entered into between the two Companies wi,,h
other Companies it would be necessary to notify the same to
the p irtner 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 hy 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
substarrive 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 inset the views of the Croydon Company, and in
accepting any arrangement or medification of the
minutes we viewed it as embodying a regula-
tion t put the question of the two Companies at rest..
At the smile time these minutes were not confirmed, and
might not be considered binding on the Croydon Board.
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
peewee Many things that had been stated by me to
the Cheirrnaa of the Croydon Board have afterwards
formed the subject of a public statement by him. All state-
ments inede at the Board by one gentleman to another have
always been considered confidential. I have, however, no
reaetet to regret those statements being made, as I dare say
it. was not dono with any bad feeling. I said to Mr. Wilkin-
son that my state of health would not permit me to continue
working to further the amalgamation, and that it would be
necessary that some other gentleman should take my place,
and I would therefore propose to my Board to remove me
itom the duty, and appoint another in my stead. Mr. Wil.
Simon hae stated the fact, and I certainly think that there
was nothing to be ashamed of in it.—(Hear, hear.) It might
have appeared to them that I did not wish to bring this
amalgamation to a close, but such was not. the case.
1 accordingly made an application to my Board,
who were of 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 r 6 report a
conversation 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
possible, and unless it is necessary, I will not refer to any
conversation whatever. By some minutes of Saturday, the
Ist of Nov., it was agreed that the amalgamation should take
Flue, and that the consideration of the Wandsworth branch
should he referred to separate committees, who would report
eeparately on it ; that each Board should exercise its func-
lions es usual, and that all matters concerning both the Com-
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 wee also to be referred to a committee consisting
of six 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.
I" will see, by our requisition, that the Directors
of ho h Companies were to consist of equal numbers, and
that they should decide on the Wandsworth branch, which,
in my Opinion, is the only difficulty betweea the Companies.
it is easily teem that the agreement between the Brighton
skid iSeeath-Western Companies would not permit of any
amalgamation between the Brighton and the Croydon,
who proposed to carry out the Portsmouth branch. The
committees were each to report to their separate Boards.
The amalgamation proposed by Mr. Wilkinson was voted
against by Messrs. Hill and Watson. If you refer
to the cepy of the minutes which were referred to
by ere. Wilkinson, yin will find that this
circumstance was omitted. I do not say that the omission
is made intentionally by the Croydon Compangye,naseiltz whoight
have arisen from many circumstances. The tin
voted for Mr. Wilkinson's amendment were from the Croydon
Board, as the three gentlemen from the Brighton Board voted
againet it. It appear, a little hard to me, considering
the readiness with winch the Croydon members obtained the
first proposition, that the Brighton Board should be held
botend by an arrangement in the making of which
their delegates were not considered. It is con.
gentlemen
present that as the majority of the
i
present were in favour of the arrangement that t is to
be bindinee but I will show why we should entertain. a con-
trary opinion. A good deal rests on the fact of our secretary
baying 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 let of November. That letter
Inclosed a copy of the minutes of the committee
of amalgamation, and requested an early appoint-
ment 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
tionnuitted 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;
bth of Nov. following, as it was necessary that a coin-