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

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 andl4oo 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. Vig►►oles. After this
the concern seemed to have got new life. The marketbeing 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. Viguolles 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. Viguolles
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 had 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 Wharncliffe 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 perfect
good faith, as might be expected when Lord Wharncliffe 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, 011 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. Vignrilles 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
bad 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 being called upon for the first time for the pay-
ment of four calls, was justified in saying he was relieved
from all responsibility • and when there had been a breach of
the engagement in taking advantage of points of law under
the act of parliament ? Such was the history of the first part
of Mr. Macauley's defence; the other part rested upon legal
points which he (Mr. Dundas) would address to the learned
jndge. On the evidence as it stood there was no register of
proprietors till February, 1838, and then, for the first time,
Mr. Macauley's name appeared as a registered proprietor.
He was not an original subscriber, therefore he must have
been made a proprietor under the terms of the act of parlia-
ment. Notice had been givento produce the transfers under
which Mr. Macauley was a purchaser. If they were produced
he should see whether they proved what the act required be-
fore a person could by law become a proprietor. Mr.
Macauley, if he purchased the shares at all, purchased them
from some one who was no proprietor; he might have pur-
chased them from some one who was the possessor of scrip
but who could not at the time be a proprietor because the
holder of stock was no proprietor till he was registered, anti
no one was registered till February, 1838. The learned
counsel quoted the 10th section of the act in support of this
position, contending that until the register had been sealed
no holder could legally transfer his shares. Another ob-
jection he should take was that a certificate ought to have
been given by the seller to Mr. Macauley, because without it
there could be no memorial of a transfer or sale, and the
seller continue liable on the production of the transfer ; if it
were produced, he should see what was the consideration
upon the face of it, for that must be duly stated according to
the 55 George 111, chap. 84.
Mr. CREsswELL asked whether his learned friend meant
to contend that his client had stated that on the transfer

which was false ?
Mr. DUN DAS dared say that Mr. Ma.auley, when he
signed the transfer, did not care farthing for the consi-
deration, for he was a mere nominee. When that instru-
ment was produced, he (Mr. D.) should see whether the
numbers were properly inserted, which he apprehended was
necessary. There were other objections, which went to the
root of the whole direction. The first of these was; that

there had not been, since 'October 1837, any legal direction
)ort of this the learned counsel cited the
section enacted that the directors should
_ _ 3t meeting of proprietors, by those then
t that meeting there were no proprietors, be-
The.thing was absolutely and'

appointed. In silt
146th section. Th

entirely void. 'The learned counsel also cited the 152nd sec-
tion. It was in evidence that at the first general meeting,
Mr. Sykes, Mr. Dalton, and Mr. Bennett, were elected
directors ; but he apprehended, as they were not proprietors,
every thing done by, them was invalid, and went for nothing

The Jun Gr. asked how that point was

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 whathad been done before for
releasing Mr. Vignolles from liability. This would havegiven
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-
man of this company, was a shareholder and deputy chair-
man of this bank • Mr. Dalton was a shareholder in it, so
also was Mr. iandal. He apprehended, therefore, that
these three persons by being partners and having an interest
in the bank, were disqualified as directors, according to the
150th section. If Mr. Sidebottom was disqualified- under
this section, an express part of the direction had not been

.
appointed, and there was not a sufficient direction to carry
on the affairs which the law had cast upon them. The
learned counsel, after a few general remarks, concluded his

• Mr. CROMPTON called upon the other side for the original
deed of subscription, stating that notice had been given to
produce it.

Mr. CRESSWELL said it would not be produced.
Mr. CROMPTON next called for the transfer of shares from
Thomas 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-
bered from 1419 to 1431, and the consideration was £lB 15s.
Mr. CROMPTON observed, that in the book there was a
memorial of these shares having been entered in the register
on the 10th of January, 1838, signed by Mr. Ward.
Mr. George B. Johnson said he was under-secretary to the
company before the passing of the act, and afterwards a book-
keeper in the service of the company. He prepared two re-
gisters 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
shares ; but Mr. CRESSWELL objected to the question, and
the JUDGE held thembsectign valid._ •
In cross-examination by Mr. CRESSWELL, said there was
a book kept for the memorials of the register of transfers.
Ite-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 Man-
chester. Witness negociated the transfer of shares produced.
The witness was asked what consideration was paid for the
shares, and Mr. CRE3SWELL objected to the question. The
learned Judge allowed the objection, but said he would take
a note of the point.

Mr. 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. CRESSW ELL objected to the reception of this evidence

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

objection

WELL said, after this he would not press the

The witness then produced the return, from which it ap-
peared that Mr. Sidehottom, Mr. Randall, and Mr. Dalton

It was admitted that Mr. Sidebottom was the deputy-chair-
in and a director of that bank in 1837, and had continued

so ever since
Durir

the progress of this evidence, a number of ques-
tions were put by the defendant's counsel, which were dis-
allowed. Eventually the learned judge took a note to this
" Mr. Dundas tenders evidence to show that there
•eement between some of the directors and Mr.
that Mr. Vignolles, at the instigation of the
nduced the defendant and a number of other per-

was an agr

Vignolles.

n agreement to indemnify them from all liability,
to take_ shares; that they did take them accordingly; that
afterwards some of the directors, at a board meeting, of
which there is no entry in the books, agreed that those
should be forfeited.—l think this amounts to no forfeiture,
and refuse to receive the evidence as irrelevant."
This was the defendants' case.

sons, by

,sswELL, in a brief reply, vindicated the proceed-

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.

HEARNE y. STOWELL

The following letter has been addressed to the editor of
the Times:—

" SIR,—As much misapprehension prevails in reference
to the case in which I was involved. at the recent Liverpool
Assizes, will you oblige me and serve the cause of truth,
by. allowing me, through the medium of your journal, to
assure the public that the document which I read at a
public meeting in Manchester, and which constituted the
ground of trial, was neither fiction nor forgery, and that
I was as little deceived as deceiving in giving it publicity ?
There are at least four credible witnesses who are prepared
to authenticate the narrative in every particular. These

were in court during the time of the trial, besides a num-
ber of witnesses ready to prove that the imposition of
degrading penances upon her members is alike the princi-
ple and the practice of the church of Rome. Why, then,
it will naturally be asked, was not all this evidence ad-
duced ? There, Sir, there was the fatal mistake : my dis-
tinguished counsel considering the action to he, as it in
reality was, utterly frivolous and vexatious, declined al-

together calling witnesses, and rested ;his defence mainly
on ;a :point of law. That point the judge so determined as
to leave the jury no alternative but to return th 6 verdict
which they did. Deeply do I deplore the course which was
rustled, and which was contrary to my judgment and wishes

lowever, we have abundant room as well as reason to move
for a fresh trial. This will be done with as little delay as
possible, and then, if the Lord spare us, the fullest evidence
shall be laid before the public. Till then I would intreat
them to suspend their judgment on the case.

Let me just add, that had I omitted the priest's name in
the narrative which I read, there could not have been even
the shadow of a pretext for charging me with defamation, but
I thought it more manly and straightforward to give the
document as it stood, pledging myself to afford the Romanists
opportunity to test its genuineness, should they require it.
Of this promise they might have peacefully availed them-
selves, but they chose rather to make no application to me on
the subject, save through an attorney's letter.

" am, Sir, your obedient servant,
" HUGH STOWELL