The Sun.
London, England, 1845-12-03 00:00:00

MEETING OF THE LONDON AND
BRIGHTON, AND LONDON AND CROYDON
RAILWAY PROPRIETORS.

The CuAiumAN(in continuation from our Afternoon

Edition of yesterday) said—
That, therefore, would effect the entire object he
contemplated ; yet, not entirely, for it was also intended
to ask them to sign a requisition calling a pro-
perly constituted meeting of the Proprietors of the
respective Companies, for the purpose of instructing and
authorising their Directors to carry out their views.
That is now rendered unnecessary by the Brighton Com-
pany calling a meeting of their Proprietors, to authorise
them to carry out their own views. With respect
to the Croydon Proprietors, they are unanimously of
opinion that an amalgamation of the two Companies is
desirable, and they are equally unanimous as to the
course of policy to be pursued, and in this the Directors
and Proprietors act harmoniously one with the other.
It could, therefore, be no fault of the Brighton Proprietors
tbarneelvee that this amalgamation should not be fully
settled. Some individuals would, be might venture to say,
give anything in the world to alter the arrangement
which had been entered into between the Companies,
bat he could not see that the general body of Proprie-
tors would, merely to please the Directors, concur in
-views which would be diametrically opposed to their
own interests.—(Hear, hear.) He could not, therefore,
see any reason why the amalgamation should not go on,
for if no one of these gentlemen had a fault to find with
the Croydon Company, he could not think that they
were bound to support their Directors in a course
in every way opposed to the Croydon Company, and
inimical 'to the interests of its Proprietors. The Brighton
Prqprietors were not like the Directors, pledged to a
particular policy, and, therefore, they were as anxious as
he was for the amalgamation of the Companies. Now
they, the Proprietors and Directors of the Croydon Rail-
way. found themselves in this position. They differed from
the Brighton Directors on two points. First of all, they is-
insisted on meeting the Directors of the Brighton Com-
pany in equal numbers. They (the Croydon Directors)
were but six—the Brighton were ten; and, under these cir-
cumstances, on any disputed point, the majority of votes
would give the whole management of the amalgamation
to the other. Company. The Proprietors, he conceived,
intended that the terms of the amalgamation should be
settled in a fair and equitable manner by the two par-
ties; and this inequality of numbers, if persisted in, would
be an insuperable barrier in the way of all arrangement. If
this were a mere squabble about directional power, he
should be ashamed to make any allusions to it, but it was
not so. They were prepared, on the contrary, to render
up their power into the hands of the Brighton Directors,
if required, as soon as the amalgamation was completed
and the terms agreed on. There was another very im-
nortant point to which he must direct the attention of the
Proprietors, and on which they were at issue with the
Brighton Directors. They (the Croydon Company) had
asked to see all engagements formed by the Brighton
with other Companies. They had already known of one
such, of a certain character, which had taken place be-
tween the Brighton and the South-Western. The
Brighton Company said, " There it is, but you can only
see it on condition that you make use of it." Now
they Contended, that as partners, they had a perfect
right to see all their agreements with other par.
ties ; and now he would show them how they had
got into this position with the other Company.
But, first, ho would just hint at another very important
point with regard to the arrangement of equal numbers
from each Directory. They made no claim to meet the
Brighton Company in equal numbers after the amalea-
matihn was completed, but in the meantime they wished
to fully preserve the rights of the Company.—(Hear,
hear.) True, the Brighton Company said that their
capital was 3,000,0001., while theirs (the Croydon) was
only 1,000,0001. They at once concluded that it was
so, but they persisted in an equality of numbers
until the amalgamation was agreed upon. They
would afterwards propose that the Directories should
respectflilly resign, and let the joint Proprietors choose
some six or seven gentlemen to manage the affairs of the
joint Companies. They must understand that important
matters were to be brought before Parliament, and it
was essential that these arrangements should be com-
pleted before that time. They could not consent to
place the interests of the Croydon Proprietors
in jeopardy by any act of their own, and thus it was
that, they insisted on an equal number of votes while
arranging the terms of amalgamation. The Proprie-
tors could afterwards choose for themselves who should
mana,ge-their affairs; and now he would proceed. He
Was sorry to detain them so long, but it was absolutely
necessary that all the circumstances should be detailed
to them. He would show them by the correspondence
that had taken place between the Directors on either
side how the matter had progressed, and what was the
present state of affairs. They might remember that this
amalgamation was first proposed by the Brighton Company
and not by the Croydon. He found, by a minute of the
17th September, that Mr. Peter Clarke had sought and
obtained an interview with him upon the subject, and
subsequently Mr. Baines, Mr. Crowley, and himself met
Mr. Clarke, and proposed the amalgamation for the
sake of facilitating the passing of the Portsmouth Bill
in the next session of Parliament. The Portsmouth
Bill they bad made up their minds was essential
to the prosperity of the Croydon Company.
They had several negotiations with Mr. Clarke.
After that, with the view of coming to some arrange-
ment with the South-Western Company, he in some
three or four days after said, "I cannot make anything
out of the South-Western people ; Ifind them.quite un-
manageable." We then proposed the amalgamation.
He afterwards received a letter on the 9th October con-
taining a remarkable paragraph, to which he
would afterwards allude. And here he could not help
complaining of something like a want of sincerity
on the part of the London and Brighton Company in the
course eof this treaty. He did not wish to charge them
with insincerity, but he believed the fact to be, that
while one portion of the Directors was in favour of the
amalgamation, another portion was opposed to it. This
indecision, therefore, gave an appearance of insincerity
to their deliberations. The paragraph to which he
had alluded was this—" I am instructed to inform you
that, in any case, it is the intention of this Board to
apply to Parliament for the Wandsworth branch." Now,
it would be remembered that this branch to Wands-
worth was peculiarly injurious to the Croydon Company,
and of little use to the Brighton, if amalgamated with that
Company. This paragraph, then, appeared to him-to
be what was called in law " impertinent" to the
subject. It was, however, determined that three Di•
rectors from the Croydon Company should meet
three from the Brighton Railway, to conclude an
arrangement. After this various negotiations went
on from time to time, as to the terms of the amalga-
mation. It was then the opinion of Mr. Clarke
that it was better to avoid all details, and to stick to the
precise terms of the amalgamation, and we acted upon
this opinion. On the 23d of October the following
paper was subscribed by Mr. Hill and himself, which
resulted in a general meeting of the Proprietors of the
respective Companies; It was then agreed upon gene-
rally that every 50/. sh`are of the Brighton Company shoutl
rank as 501, arid every 201. share of the Croydon Come.,any
as ieL los., and that the details should be settled Iv three
members from each Board. The first meeting of these
gentlemen took place on the 27th Octobe-A., At that
meeting discussions arose on the variona matters which
were brought before them, and a certain minute was
made, which "wee afterwards cancelled, because it was
misunderstood by bath parties, A second meeting was
held on tho 22th October, and a discussion of some
three hours" length arose, but nothing resulted from it.
It became evident that the Chairman of the
Brighton Company would be outvoted, and as it was
getting late, Mr. Hill moved an adjournments, which was
carried. When the adjournment was carried the meeting
of erawee broke up. Mr. Hill then said that he thought
it bis duty to state his intention of applying to the Board
,of Directors to be released from this difficult duty. He
was against the amalgamation, and considered, therefore,
that he was not the very best person to conduct the
negotiation, Now, with every respect for Mr. Hill, he
(Mr. Wilkinson) thought the same thing. The
conviction, had long forced itself on his mind
that they could get on better without him.
On the 'Saturday following, to their great surprise, Mr.
Hill teens back to us and said that his Board had de-
clined relieving him from the onerous duty he had com-
w,enced. Accordingly they again set to work as at first,
'and Mr. Hill asked what proposition they had to make,
and, on their replying in the negative, he proposed that
the amalgamation and the question of the Wandsworth
branch should be referred to a joint committee, com-
posed of an equal number of members of each Board of
Directors, who should report to the two Boards, and that
each Board should continue as usual to regulate all
matters connected with the conducting of the railways.
He (Mr. Wilkinson) moved an amendment to that pro-
-sition, and his motion was seconded by Mr. Roberts.
What amendment proposed that the interests of the two
companies, should' be amalgamated from the 31st of
January, 1846 ; and that until the Act of Amalgama-
tion should be passed. the arrangements connected with
it should be conducted by a committee of twelve, con-
' misting of six members from each Board. On this
motion the votes of the parties present were taken, and
three Croydon Directors voted in favour of it, and two
Brighten Directors against it. The solicitors of the two
Companies were present, and Mr. Faithful, the solicitor
to the Brighton Company, then said that they had
nothing farther to do than to make a report
of their Proceedings, 'as the consideration of all
.other questions would be left to the joint corn-
wilt tee. The Brighton
gentlemen who were present
on that occasion laughed, and
remarked that though the
Croy den Directors might easily choose their six Direc-
tors for the joint cuinraitte
would find some difficult the Brighton Directors
yelidlycey.itio(i):ising their delegates.
On the evening of that
s(Mr. Wilkinson)
received a letter from the Briaghtoneastrnetatz, inclosing
a minute of some resolutions, and
six
members
Directors to make an early choice of theirg
for the joint committee. In consideration of that
request, the Croydon Board met on the following Wed.
nesday„and appointed six of their body. The
Theythen
sent a lefror to the Brighton Secretary, saying that they
had made their choice of six members to form
part in the joint committee, and requesting to
be apprised of the names of the Directors
delegated by the Croydon Company. This was on the
sth, and the two Companies were to meet on the 6th. On
the afternoon of the sth he was sent for suddenly, and
was told that the Brighton Board wished to see him. On
getting to the board-room he saw Messrs. Baynes and
Roberta outside; they went into the board-room together,
and were informed that the board had been considering
the resolutions that the Committee had come to, and
they had found that they were illegal and could not be
carried. He replied that he did not see that those reso-
r:isirs were illegal, and one of the members
ere:d le rather sharpy, that the chairman had
a
from the chair that they were illegal, and
that therefore their illegality could not be disputed
( Wilki
could be found many
nson) had no doubt that there
members of Loth Boards who
would not admit the principle of such an assertion. This.
wax) the seoowl instance of the insincerity of the Brigh-