The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1843-04-14 00:00:00

satai;47 foail ktui. "Lo Aalp4 0.44 f4i 461. T4t I;l4#tig
is a suttoon, I believe, but 1 do titst !mow the witsaN of 114
account. 1 do not know of any remonstrances made by
the directors with respect to the nature of his bills. I know
the defendant Mr. Ashton, who is a merchant, near Man-
chester, doing considerable business. He is also a manufac-
turer. I know Mr. Turner, who is a considerable menu-
factu:er at Manchester. They are amongst the most con-
side, able merchants and manufacturers in Manchester. Mr.
Bower, whose signature appears to these books, has been a
bankrupt some nine months ago. I do not remember the
meeting of the general board of directors, 1838, previous to
the annual meeting. I was never present at any of the
meetings of the Manchester board. The general board was
comprised of the five Manchester directors, and a director
from the branches, of which there were seventeen, and of
which local districts nine or ten only sent a representative
to the meeting. Supposing the board were a full one, the
local directors would have a majority. The Manchester
board were reduced to four. The resolutions of the board
were carried by a majority of the individuals present,
and so also was any report that was presented. I was
present as solicitor at the annual meetings. I be-
came a shareholder eighteen months after the establishment
of the bank, and am one yet. The annual meetings
were attended by from 40 to 70 shareholders. lam satisfied
that the defendants were present on the occasion of the first
meeting, hut I cannot speak positively to the meeting of
August, 1839. The plaintiff in this action lives in Liverpool.
I know Mr. Joseph Macardy, who was engaged in establish-
ing this and most of the Manchester Joint Stock Banks. I
believe he is a Scotchman. These banks were kept on the
Scotch system-the accounts were kept on the Scotch plan ;
but I do not know whether he got his clerks from Scotland.
The directors were principally merchants in the different
towns ; and many of the shareholders were customers.
Re-examined by Mr. KNOWLES. -I have no doubt that
Macardy is a shareholder: he is registered proprietor in the
share-book, but I have never seen his name in the share-list.
The action I brought against the plaintiff was for the balance
of a banking account. It was for the sum of two or three
hundred pounds. He paid about £l5O. I have not been
directed by the shareholders to bring an action against Mr.
Ashton. There is a company called the Tipton company ;
but I was not employed to bring an action against that com-
pany.
The deed of settlement was here put in, and several of the
clauses read, viz. :-No. 1,2, 10, 3,6, 7,9, 17, 16, 18, 19,
21, 22, 23, 24, 25, 26, 28, 29, 30, 31, 32, 33,34, 35, 38, 49, 54,
57, 58, 61, 72, 83, 88, 89.
Mr. NI ARTIN said he contended that the meaning of the
59th clause was, that the balance sheet and report exhibited
at the annual general meeting should be binding upon the
shareholders.
Mr. Higson produced the deed.
Examined by the SOLICITOR-GENERAL-I am attesting
witness to the execution of the deed by the first seven parties.
I do not know whether the plaintiff executed it.
By Mr. CROMPTON.-At the annual meeting of sharehold-
ers on the 4th of February, 1836, the report of the directors
was read. At all these annual and half-yearly meetings the
reports of the directors were read to the shareholders, and
adopted by the meeting. The managing director, Mr. Gru-
geon, generally read the report.
Cross-examined by the SOLICITOR-GENERAL-He was a
paid director. Ido not know who drew up the report. The
shareholders either voted for or against it, as they liked. No
one took any part in it, but the individual shareholders.
By Mr. CROMPTON.-I believe Mr. Grugeon is under the
other directors. Was not present when the repot t was pre-
pared. I never saw it till it was produced at the meeting. I
do not know who voted for or against it.
By the SOLICITOR-GENERAL.-I am attesting witness to
James Grugeon's signature for 200 shares, and also to James
Sewell's signature.
The minutes of the general board on the 2i th of January,
1836, were read, from which it appeared Mr. Bower was in
the chair, arid Messrs. Turner, Ward, Slater, Ashton, Palin
and Heywood were present. The minutes of the annual
meeting of the proprietors, held on the 3d of February, 1836,
were next read. It appeared that the defendants and other
shareholders, to the number of 60, were present. From the
minute it appeared that pieces of plate were directed to be
presented to Messrs. Grugeon and Macardy, as testimonials
of the high opinion the meeting entertained of their services.
This last report was signed John Holford, and the Solicitors
General objected to this sort of evidence.
The minute of the Board of Directors on the Bth February,
1837, was next handed in. It was signed by Mr. Bower, and
the ether defendants appeared to have been present with
others to the number of eleven. The minutes with the re-
port were read. From this report it appeared that a profit of
ten and a half per cent had been realized. It was recom-
mended that a dividend of five per cent should be declared.
The profits were said to be £27,096 10s. 11d., and the sum
directed to be reserved was £6OOO.
Mr. Higson examined by the SOLICITOR-GENERAL.-
Mr. Slater is a merchant at Manchester. Mr. John
Holt is a magistrate of this county, and lives near
Rochdale. Mr. Palin is a corn merchant. Mr.
George Barton is another. He is a respectable gentle-
man, living at Whitchurch. Mr. Robert Turner is a
brewer at Chester. Mr. Anthony Ward was a silk-
manufacturer, but is now dead. Mr. Heywood lives at
Burstein, near the Potteries. Mr. John Whitehurst is a
gentleman of large property, near Etruria. All these gentle.
men appeared to be members of the general board of directors,
and were present when this report was adopted. Ido not
know the materials from which this report was made, ex-
cept from hearsay. [The second annual report adopted at
the second annual meeting of proprietors, held on the 901 of
February, 1837, at which Messrs. Bower, Ashton, were
present, with others, was read.] A circular was sent to each
of the shareholders, and from the circulars presented at the
door of the meeting-room the list of persons present was
read. Only one of the defendants, Mr. Bower, was present.
[The minutes of the general board, 6th July, 1838, were
next put in and read.] It appeared that all the defendants,
except Mr. Ashton, were at the meeting. The report agreed
upon at this meeting was also read, together with the minutes
of the general meeting of shareholders on the 7th February,
at which Messrs. Bower, Turner, and Patin were present, but
not Mr. Ashton. The proceedings of the board of directors
in July, 1838, in which a dividend of 7 per cent. was recom-
mended to be declared. At the general meeting, Messrs.
Bower, Turner, Ashton, and many other persons, were
present.-The Solicitor-General drew attention to the fact
that Messrs. Hebblewhite and Vernon, two other directors,
were present. The proceedings of the general board, on the
sth February, 1839, were next read, from which it appeared
that a dividend of 31 per cent. for the half-year was recom-
mended to the proprietors. The report of the annual meet-
ing, at which the four defendants, with 41 directors, were
present, was next read. Also the report of the board on the
6th August, 1839, at which Mr. Bower was chairman, and
Messrs. Ward, Palin, Edge, R. Turner, (Chester,) J. Stan-
Vernon, were present. At this meeting a dividend of 3} per
cent. for the half-year was recommended to the shareholders
at the meeting on the 7th August. Messrs. Bower, R. Tur-
ner, and Palin were present at this meeting, and the
report was adopted. The next document put in was the
minutes of the general board held on the 4th February,
1840, at which Messrs. Bower, Turner, Griffiths, Palin,
Ashton, Hebblewhite, Edge, Holt, Vernon, Ward, Hay-
wood, R. H. Turner, and John Stanley were present.
As the officer was reading the report of the directors and
the committee, Mr. KNOWLES objected to that being read,
but the SOLICITOR-GENERAL contended that the whole
must be read, saying that he was not surprised at Mr.
Knowles's objection. The report of the committee was
signed " I'. Edge and P. J. Panton." Also the report of
the auditors at the adjourned meeting of the bank, on the
sth February, 1840; Mr. Bower in the chair.-Mr. Higson,
in answer to the Solicitor-General, said that Mr. Edge was
the director of the Birmingham branch, and Mr. Panton the
director of the Chester branch. I attended the meeting
when they were appointed.
CROMPTOIST put in a memorandum, dated 2nd June,
1834. It was signed " Alex. Bower," and purported to be a
memorandum appropriating a number of shares.-Mr. Hig-
son said he believed the paper was written by Mr. Turner.
It was signed by Mr. Bower.
The SOLICITOR-GENERAL objected to the paper being put
in as evidence against the parties for whom he appeared.
The officer then read the following paper :-" Shares ap-
propriated upon cash credit at the formation of the Commer-
cial Bank of England. Alex. Bower, 1500 ; Thos. Ashton,
1500; Thos. Slater, 1500; Thos. Palmer, 1500; Rt. Turner,
1500; Joseph Macardy, 2000; making 9000. The following
to be charged 3 per cent. from the 2nd June, 1834 : Robert
Turner, Chester, 100 ; Isaac Holmes, Liverpool, 100."
Mr. CROMPTON then put in a document to spew that Mr.
Bower was receiving dividends upon 1600 shares, which
amounted to £425. This certificate was dated 22d March,
1837. Also a cheque dated Ist March, 1838, drawn by Mr.
Bower, to the same amount.
Mr. Joshua Allen, examined by Mr. CROMPTON.-I pro-
duce certified copies of the returns of the partners to Somerset
House.-These were put in for the purpose of shewing that
the plaintiff became a partner after the publication of the
first report. These returns contained the names, description,
and places of abode of the defendants, and were dated the
14th March 1835, the 11th March 1836, and 9th March 1837,
the last containing the names of the defendants, together
with the name of the plaintiff.
Thomas Hebblewhite examined by Mr. Martin.-I was an
original shareholder in the Commercial Bank of England,
which commenced in 1834. I remember attending a meeting
in February, 1836. I know the defendants Messrs. Ashton,
Bowen, Turner and Palin, four of the Manchester directors,
, who attended that meeting. I was not a director in February
1836. I recollect the report being read at that meeting by
Mr. Grugeon that was read here to-day. At that time there
was a branch at Liverpool, with an office, and an establish-
ment of clerks, under the control of Mr. Langton. I recol-
lect at the meeting in 1836, when the report was read, some-
thing was said in the room in Manchester where the meet-
ings were held, about the publication of the report. A copy
was ordered to be sent to each branch for the inspection of
the shareholders. I was in the habit of going almost every
day to the bank in Liverpool. I saw a copy of the report on
the counter. That establishment was afterwards broken up
about the end of the year 18-10. I read that paper, and
showed it to several others. I was director of the branch in
Liverpool when the bank broke up. I have not seen that
paper since it was first established. I had controul of the
branch fund from November 1837 to August 1840 ; but not
of the papers, which were in the custody of the Mr.
Hamilton, Mr. Langton's successor. at Mr. Langton's
death. I believe Mr. Hamilton is in Ireland. I attended the
general meeting of shareholders in February, 1837. I think
the defendants were present. If they were their names will
be in the records of the meeting.
SOLICITOR-GENERAL.-lt appears by the books, my lord,
that none of them, with the exception of Mr. Bower, were
present.
JUDGE.-Yes ; but they were when the report was adopted
at the board.
Witness continued.-The same course was adopted with
regard to reading the report. In April, 1838, I attended the
meeting of the board as a director. All the defendants I be-
lieve were present. I attended the general meeting on the
fith February, 1838. Mr. Bower was in the chair. Messrs.
Turner and Patin were present. On that occasion the books
of account were not produced to me. I made an application
to the chairman, Mr. Bower, to be allowed to examine the
books. I said, that before we declared a dividend, we ought
to have the accounts audited. Mr. Robert Turner, of Ches-
ter, concurred with me. Mr. Bower said we were not sitting
there as clerks, we must presume that the state of the ac-
counts was correct. I believe this is the document. (This
was a statement of the liabilities arid assets of the bank on
the 31st December, 1837.1 Mr. Cothey is the law agent,
and Messrs. Barnett are the London bankers. Part due
bills were dishonoured bills. Mr. Turner agreed with me.
• The board of directors had nothing to do with the pre-
paration of this document. It did not afford me any
means of judging of the accuracy of the statements. I did
not wish to look at the book as an individual, but I wished
them to be audited. The local directors had not access to
the books. I attended the general meeting of shareholders
on the following day. The reports were lithographed by the
• bank, and sent to each of the shareholders. This is one of
them, I believe this is Mr. Grugeon's writing on the fly leaf
• of the circular accompanying the report. [Several of these
circulars and reports were produced.] I attended the meet-
ing of shareholders on the following day. I also attended
the meeting of directors on the 31st July, 1838. I believe
Mr. Patin and Mr. Turner, with the other two defendants,
• were present, but 1 cannot exactly remember. I believe this
document was read there. I attended again in January, 1839.
[The profit and loss account was then react.] In 1849. when
the accounts had been audited, I had some conversatiort with
the defendants about the bad debts. At the meeting
January, 1839, the same course was pursued by Mr. Sewell,
the managing director. The reports generanot lY ready
.
prepared. Sometimes they were discussed-sometimes
They were generally produced by the manager, when we had
not a managing director. I was at the meeting in August,
1839, when the current accounts of' the heed bank were de-