The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1840-09-08 00:00:00

M
defendant
railway a

DUNDAS then addressed the jury on the part of the
t. After a few remarks upon the advantages which
and other companies had in courts of law over

ordinary plaintiffs, he said he was there on the part of
the plaintiff, Mr, Macauley, to answer why it was that
he resisted this claim, and why he ventured to put him-

elf before
_a jury to
_maintain him, in his resistant

The defendant said in the
_first _ place, that if he ever

was a proprietor, which he denied, the directors had ab-
solved him from all liability with reference to these calls ;
and that the claim they now set up was in breach of good
faith. Mr. Macauley said that for want of evidence he could

Son his right of

not prove this, and therefore, he fell back
the law, and said to the company, " If you fix me as a pro-
prietor by law, you shall by law be judged, and I will shew
you that within that act of porliament I am no proprietor at
all." His defence, therefore was two-fold—first that the
directors bad discharged him from liability ; next that they
made this claim upon him in breach of good faith. His
learned friend Mr. Cresswell had told them that this concern
began in 1837, the date of the act of parliament! It was a
very large concern ; £700,000 were to be subscribed in shares
of £lOO each, and there were various enactments in the bill
for securing such a proprrty.
Mr. CRESSWELL begged his learned friend's pardon for
interrupting him ; he had forgotten to put in the magistrate's
certifi _ate.

vv
.....
Mr. DUNDAS would consider it as read.
Mr. CRESSWELL put the document in. It purported to
be signed by J. F. Foster, Esq.
Mr. DUNDAS continued. The company seemed from the
first to have been involved in great difficulty. Numbers of

Ascribed, but in 1837 there was still wanting a
considerable amount of subscriptions to carry on the concern,
and the compulsory powers of the act could not be enforced
till the list was full. A great number of persons who had
their scrip would not register, and many who had were ex-
tremely anxious to sell. Very active measures were taken
by persons, who, on this occasion, he might call " malig-
nants," to break up the company •, and under these cir-
cumstances, the company, through their agents, officers, and
directors, tried to excite Mr. Vignoles, the engineer, by every
means in their power, to purchase as much of the scrip as he
could. He did so, and in that way the subscription list was
filled. In November in that year, he was pressed, right and
left, by the, persons belonging to the company, to make some
bold measure, to strike some shew of operations upon the
share market, in order to support the credit of the concern.
Mr. Vignoles, who was a person of very warm and ardent
views in these matters, thought .he was justified in taking
the steps he did, which was, to make a very large purchase,
to the amount of between 1300 and 1400 shares, a liability
that not he, nor twenty such, could withstand. This was
perfectly well known to the company. Mr. Leeds, a broker
at Manchester, was introduced as a person through whom he
might make these purchases, and through this gentleman a
very large investment was made by'Mr. Vignoles., After this
the concern seemed to have got new life. The market being thus
lightened, the subscription list in the month of April was tilled
up ; then and not till then the concern went on ; but up to
the present day, he believed, the shares were worth nothing
at all. The jury should judge whether the conduct of the
gentlemen who had the management of the concern had not
contributed to that. The company at its origin had for its
chairman a nobleman whose name was a tower of strength,
Lord Wharncliffe—a man of the highest honour, of the most
strict integrity, and of the most excellent conduct both in
public and private affairs. Of course, the noble lord's busi-
ness took him much to London, and though his lordship
attended meetings occasionally, the management of affairs
was in the hands of other parties. Mr. William Sidebottom
was appointed deputy chairman. There were 14 directors
besides them, and in the management of these persons from
the passing of the act to the 7th of June in the present year
was the foundation and government of the whole concern.
The market, by the purchase of Mr. Vignolles from Mr.
Leeds, being lightened of pressure, and the concern restored
to integrity, it then became a question with whom Mr.
Vignolles's shares had been lodged. Mr. Vignolles handed
them over to friends who acted as trustees for him ; his

(Mr Dundas's) client to day was one, for he had no earthly
interest in the concern, having never paid one farthing to-
wards it or taken any interest in it whatever. True, a
proxy had been put in, but it was mere waste paper, for his
client had nothing to do with the concern except his name
having been given to, Mr. Vignolles for 20 shares. Every
person who could thus be got to act as a friend to Mr.
Vignolles took so many votes ; if he had 20 shares, for in-
stance, he had 20 votes, and the jury would see at once the
advantage the company had in being backed by Mr. Vignolles
and his friends. So went on the concern. The first regis-
tration of any proprietor—of Mr. Macauley himself—did not
take place till February 1838. Before that the whole lay in
scrip shares • there were no shares properly so called, be-
cause there bad been no register prepared. Some calls were
made in the course of next year, but no charge was made
against the defendant, no demand was made upon him, no
steps were taken against him,—in fact, he was not looked to
by the company for any payment with reference to these
shares. These calls were made in 1839 ; and about the 25th
October, 1839, there arose, for the first time, a consideration
of what should be done as to the arrears of the calls upon the
shares bought by Mr.Vignolles, and transferred to his friends.
Just before the general meeting, in October, 1839, negocia-
tions were set on foot to relieve Mr.Vignolles from the charge
of engineer to the company. There was a requisition for
calling upon the subscribers in general, to know what should
be done with Mr. Vignolles' shares, and a special general
meeting was held for that purpose in effect, although the re-
quisition did not mention Mr. Vignolles in terms, and also
for considering upon what terms he should be discharged
from his office. Lord Wharncliffe was in the chair at that
meeting. The matter was fully discussed, and the share-
holders came to the unanimous opinion, that the directors
should exercise their discretion with regard to the expediency
of calling upon the parties in arrear to pay. The meeting
also decided that Mr. Vignolles' resignation should be
accepted. Immediately after that meeting had dissolved,
a board meeting was held—there was no evidence of the
fact, but still he could prove it —Lord Wharncliffe and
some other directors of the company were present, and
they exercised their discretion. That meeting thought that
in duty. and in conscience the shares purchased by Mr. Vig-
nolles from Mr. Leeds, the object of it having been effected,
should be forfeited, and he be discharged from all liability
with respect to them. It was so stated to Mr. Vignolles by
Lord Wharncliffa and Mr. Sidebottom, who came out of the
committee room for the purpose of communicating it to him.

From first to last the negotiation was carried on in perreca.
good faith, as might be expected when Lord Whar•ncliffe was
a party. So stood the matter. Mr. Vignolles believing he
was released from responsibility, took no steps in the busi-
ness ; when to his infinite astonishment, he found, after the
matter had been slumbering seven or eight months, on the
7th June—although he (Mr. Dundas) found no entry of it in
the book of proceedings, he should be able to prove it—the
directors resolved that Mr. Vignolles should still be held
liable for all the past calls upon his shares, besides two calls
made in 1840, since the time of the arrangement made with
him that the shares should be considered as forfeited. This
resolution of the directors was carried by a majority of one
only ; there being seven to six that Mr. Vignolles should be
held answerable. Was this fair play ? Could any one doubt
it was a breach of faith? Lord Wharncliffe, who voted in
the minority, was so sensible of the ill conduct of his brother
directors, that like a man of conscience and honour, he re-
nounced the chairmanship, and he retired from the direction
of a concern in which the parties he was connected with
had not the same sense that he had of what was due
to a man's word. Did not the jury think that Mr. Macauley,
having now heine. called noon for the first time for the pay•

there had not been, since October 1837, any legal direction
appointed. In support of this thelearned counsel cited the

be chosen at the first meeting of proprietors, by those then
present ; but at that meeting there were no proprietors, be-
cause there was no register. The thing was absolutely and

itirely void. The lea'rned counsel also cited the 152nd sec-
It was in evidence that at the first general meeting,
Mr. Dalton. and Mr. Bennett, were elected
but he apprehended, as ti

every thing done

_ were not prop
them was invalid, and went for

The JUDGE asked how that point was-made out?
Mr. DUNDAS replied that they could not be proprietors,
inasmuch as they were not registered, there being no register.
The other directors were appointed by the act of Parliament.
Now of these three, two, Messrs. Dalton and Bennett, were in
the majority of 7, which repealed what had been done before for
releasing Mr. Vignolles from liability. This would have given
a majority • for Mr. Vignoles. Another objection related to
the qualification of the directors. There was no treasurer to
the company, but the Manchester and Liverpool District
Bank did that duty. Now, Mr. Sidebottom, deputy chair-
wan of this company, was a shareholder and deputy chair-
man of this bank; Mr. Dalton was a shareholder in it, so
also was Mr. Randal. lie apprehended, therefor(
these three persons by being partners and havit

in the bank, were disqualified as director
150th section. If Mr. Sidebottorn

this section

ppointe

an interest

iccOiding to the

an express part of the directioh had not been

nd there was not a sufficient dir

learned counsel, after a few general remarks, concluded hi
address.

Mr. CROMPTON called upon the others

ption, stat

Mr. CRESSIVELL said it would not be produced.
Mr. CROMPTON next called for the transfer of shares from
'homas Wylie of Sheffield to the defendants.

Mr. CRESSWELL produced it. It purported to be 'dated
on the 16th December, 1837; that the shares were num-

.he consideration was £lBl5,

aomi.ToN observed, that in the book there was a
1 of these shares having been entered in the

on_the 10th of January, 1838, signed by Mr. Ward

lder-secretary to the
fore the passing of the act, and afterwards a book-
ie service of the company. He prepared two re-
bisfers of shares, A. and 8., which he has no doubt are those
now prodUced. Witness has seen the subscription deed ;
the defendant was not a party to it. Thomas Wylie was a
perty to it. Remembers an opposition being got up to the
railway. The concern was sleeping at that time. It was in
the latter part of 1837. The subscription list was not then
filled up. The witness was asked whether Mr. Vignolles had
not interfered, at the request of the directors, about the

compan

shares ; but Mr. CRESSWELL objected. to the question., and
the JUDGE held the objectioeiatid.
In cross-exatninution by Mr. CRESSWELL, said there was
a book kept for the memorials of the register of transfers.
Re-examined.—No seal was kept on that book. It was
written short, and every half-year copied into the sealed
transfer. •

Mr. Edward Leeds said he was a sharebroker, at Alan-

Chester

Witnes

The witness was

ed what (

shares, and Mr. CRESSWELL objected to the question. The
learned Judge allowed the objection, but said he would take
a note of the point.
Air. T. S. Eldrin, a clerk from Somerset House, produced
an examined copy of the proprietors and shareholders of the
Manchester and Liverpool District Bank.
Mr. CRESSWELL objected to the reception of this evidence.
_ _

Mr. CROMPTON cited act 7 Geo. IV. ch. 16, section 6. to
how that this return was made evidence in all cases.

Mr. Cr,EsswELL said, after this he would not press the
objection.

The witness then produced'the return, from which it ap-
peared that Mr. Sidebottom, Mr. Randall, and Mr. Dalton
were shareholders in the District Bank.
It was admitted that Mr. Sidebottom
man and a director of that bank in 1837

as the deputy-chair-
and had continued

so ever since.
During the progress of this evidence, a number of que._
tions were put by the defendant's counsel, which were dis-
allowed. Eventually the learned j> g e took a note to this
Mr. Dundas tenders evidffee to show that there
agreement between some of the directors and Mr.
;s; that Mr. Vignolles, at the instigation of the
Is, induced the defendant and a number of other per-
ry an agreement to indemnify them from all liability,
res ; that they did take them accordingly ; that
ds some of the directors, at a board meeting, of
which there is no entry in the hooks, agreed that those
should be forfeited. —I think this amounts to no forfeiture,
and refuse to receive the evidence a'
This was the defendants' case.
Mr. CRESSWELL, in a brief reply, vindicated the proceed-
ings of the directors.
A verdict- was then returned for the plaintiffs, damages
£465, subject to the decision on the points of law. •
In seventeen other causes, dependent upon similar points,
verdicts for the several amounts, were recorded for the plain-
tiffs.
The business of the assizes terminated at half-past three in
the afternooon, having occupied exactly three weeks.

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