The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1842-01-28 00:00:00

proxies, I had intimated my desire to retire altogether at
this time from the direction of your concern, and not to
offer myself for re-election ; but, publicly accused, along
with my colleagues, to my constituents, as I am in that pam-
phlet, I feel that I am no longer a free agent, but am bound,
before I resign the trust with which I have been honoured
from the very earliest days of this undertaking, not to
deny the charges brought against me and my colleagues—
for that we should none of us think it necessary, or conde-
scend to do—but to claim the judgment of the proprietors upon
the imputations publicly cast upon us by one of their body.
I may add, that my first wish and determination upon re-
ceiving the proxies sent to me, WEIS to return them at once,
not knowing why they should be sent to me ; but, upon fur-
ther consideration, I thought I should best show my deep
sense of the confidence placed in me by using them in sup-
port of the motion with which I have stated my intention to
conclude. As to the important subject brought forward in
Mr. Laws' pamphlet, I am now only prepared to say, for
myself, and in any individual capacity, that I think it must
be admitted by all impartial persons that a continuous line of
railway from the Irish Channel to the German Ocean, and
connecting Liverpool with all the great manufacturing towns
in Lancashire, Cheshire, Yorkshire, and Derbyshire, would
be a great public convenience; and that if it can be effected
without a loss of income to this company, we ought heartily
to concur iu the immediate formation of it, without con-
sidering its possible operation upon other means of commu-
nication between those important districts. These are my ge-
neral views, and I avow that I am not yet prepared, any more
than some of my colleagues, to commit myself to any definite
plan, involving necessarily most important consequences, in
various ways, both to ourselves and to others. I am inclined
to think that the best thing, under the present circumstances,
would be to let the whole matter be discussed and decided upon
at the adjourned general meeting, both proprietors and direc-
tors in the meantime giving the subject the serious consider-
ation which it is really entitled to, and some friendly commu-
nication being opened with the other companies" interested,
with a view to our adoption (when we meet again) of that
plan which shall be in the mean time found' to be most advi-
sable for all. (Hear.) Having stated thus generally my
opinion on the subject, I beg to say that, as to the proxies
which I now hold in my hands, it is my intention to return
them all immediately, as I feel that to bedue to those who have
honoured me with their confidence without-knowing my sen-
timents. Allow me, Mr. Chairman, to do that which is not
customary—namely, to ask you to second the resolution for
inquiry. You andl filled the office of chairman and deputy-
chairman of both the companies at the time when the cgree-
ment between this company and the Grand Junction was
made (so improperly as Capt. Laws states), and I am sure
therefore, that we have no other 'course to follow but to soli-
cit an inquiry into our official conduct. With these remarks,
I beg leave to conclude by moving the resolution which I
previously read. (Cheers.)
The CHAIRMAN seconded the resolution.
Captain LAWS inquired whether the Grand Junction Com-
pany would be prepared ,to produce such documents as the
committee might think proper to call for in the progress of
the investigation?
The CHAIRMAN said certainly ; and he added that he un-
derstood from the law-clerk that there was no legal objec-
tion to the election of directors taking place at an adjourned

meeting.
Mr. E. F. JONES was perfectly satisfied with the conduct
of the directors. He believed their conduct had been ho-
nourable throughout, and that everything they had done was
right and proper. He suggested therefore that the election
of directors should be proceeded with at once. Unless that
was done, he apprehended that the fact of the non-election
would lead the public to think that there was some truth in
the charges advanced by Captain Laws.
Tile CHAIRMAN thought not, and added that IVIr Moss
would not be satisfied without an inquiry. Indeed with 260
proxies in his possession he could carry the question himself.
Mr. JONES repeated his opinion that the meeting ought to
proceed at once to the re-election. He thought a committee
might be formed for the purpose of investigating the truth
or falsehood of the charges, and that the. re-election of the
directors might be proceeded with immediately. (Hear,
hear.)
The CHAIRMAN asked whether, by the adoption of such
a course, the meeting would not be acquitting the directors
before their trial ?
Mr. GILL thought the next meeting of the company should
be convened on an earlier day than the 23rd of February,
because the meeting was not perhaps aware that the com-
pulsory powers of the act would cease in June next, and that
they were, therefore, late in the day at present for putting
those powers into execution. He designated a map of the
several proposed junction lines of railway passing through
Manchester, which had been handed about for inspection at
the commeneent of the proceedings, a caricature.
The CHAIRMAN said that the map had been brought to the
meeting by some gentleman, and that it had not originated
with the directors.

Mr. BENSON said the plan had been taken from the map
of Manchester, and that it was quite correct.
Mr. Gir.i,said that as it was not official he had nothing
more to say on the subject. lie was glad to learn that it had
not originated with the board. He begged that a letter which
had been received from the Manchester and Leeds company
might be read to the meeting.
Mr. BOOTH read the letter accordingly. It had been re-
ceived from the secretary of the company in question, and
enclosed a proposition to ensure to the Liverpool and Man-
chester line a dividend of 10 per cent., provided they would
execute the Hunt's Bank junction in Manchester with the
Leeds line.

Mr. GILL said there was a clause in the second act, page
40, which empowered the Liverpool and Manchester Com-
pany to make negotiations with any other company.
Mr. CLAY having read the clause in-question,
Mr. SANDERS asked whether it had any relation whatever
to the granting of a certain rate of interest to the Liverpool
and Manchester Company ?
Mr. CLAY was about to reply, when
Mr. ROBINSON moved that the meeting, entertaining the
most unbounded confidence in -the directors, and convinced
of the groundless nature of the charges advanced against
them in Captain Laws' pamphlet, proceeded at once to their
re-election.
Mr. MAXWELL seconded the motion.

The CHAIRMAN thought the meeting had previously

adopted the motion made by Mr. Moss for the appointment
of a committee to investigate the charges. He said the high
character of the gentleman who had advanced thetn rendered
it impossible to pass the subject over without investigation.
Could any greater proof be given to the meeting of the
weight which had been attached to the name of the author of
the pamphlet than that, from the mere word of Capt. Laws,
no fewer than 250 proxies should have been sent to Mr.
Moss ? Under these circumstances, he. expressed a 'confi-
dent hope that the meeting would adopt the original motion
and appoint a committee.
Mr. ROBINSON said he moved his resolution in the form
of an amendment.
Mr. CLAY observed that although five of the directors
should retire at the meeting, it was in the power of the share-
holders to adjourn part of the proceedings, specifying at the
same time that particular part. They might, for instance,
adjourn the election of the directors, if they pleased.
Mr. HARDMAN EARLE intimated that if the election of
the directors were postponed some inconvenience might be
felt in carrying on the general business.
The CHAIRMAN said, that if it was the pleasure of the

meeting the outgoing directors might be re-elected, with an
understanding that the report should come before the next
meeting, and that they be then continued in office or dis-
placed, as to the shareholders might seem advisable.
Mr. ROBINSON said he was determined to press his amend-
ment.

The CHAIRMAN said he had no objection to the passing of
the amendment, provided it embodied a clause authorising
the investigation to be proceeded with.
Mr. MAXWELL believed there was no opposition on the
part of the meeting to the appointment of a committee to in-
vestigate. _ _

The CHAIRMAN here read the original motion and the
amendment, and was about to take the sense of the meeting
on the latter, when
Mr. THEODORE RATHBONE rose and said he thought he
could state certain facts which would induce Captain Laws
to admit that he had been in error. (Hear.) He had been
one of three directors, who were appointed by the hoard, to
enter into the arrangement in question with the Grand Junc-
tion Company. The three of them were deeply interested in
the success of the Liverpool and Manchester Railway, and
had no interest in the Grand Junction. (Hear.) Mr. Currie,
Mr. Benson, and himself constituted the three. He never
had a share in the Grand Junction himself, and he believed
he might say the same for Mr. Currie and Mr. Benson ; at
all events he knew that the three of them considered the un-
dertaking then made a good one, because their deliberate
judgment was that it was a judicious arrangement. He be-
lieved the board had placed reliance upon himself and his
colleagues upon that occasion ; and he was willing to take
fairly on himself the whole responsibility of going into the
arrangement which had been thin effected. (Hear, hear.)
It was an arrangement terminable upon notice. No indi-
vidual belonging to the company ever yet thought it desirable
to bring it to a termination, hut on the contrary, many were
disposed to let the agreement continue. If any better terms
could be proposed, he thought they ought to be obtained;
but at all events, the question had been deliberately con-
sidered at the time, and was thought to be desirable. Uncle!'
those circumstances, he thought Captain Laws would see
that be had made a statement for which there could be no
possible foundation. (Cheers.)
Mr. Moss said that six persons had been appointed to
draw up the agreement, three on each side. The Grand
Junction chose three persons who were directors of the Li-
verpool and Manchester Railway, and the Liverpool' and
Manchester chose three persons, none of whom were direc-
tors of the Grand Junction. (Hear.) He begged to ask the
meeting whether, under such circumstances, anything inju-
rious to the Liverpool and Manchester concern could have
been contemplated or effected. The preponderance of inter-
est, was, moreover, ten to one, so far as shares went, in fa-
vour of the Liverpool and Manchester company ; and if
Captain Laws had looked into the share list he would have
seen immediately that this statement was substantially cor-
rect. Mr. Benson was appointed upon the occasion because
he represented all the quaker interest ; Mr. Currie was ap-
pointed in preference to the chairman, the latter having been
a shareholder in the Grand Junction ; and Mr. Theodore
Rathbone, who, upon his own confession a few minutes be-
fore, never held a share in the Grand Junction, was also ap-
pointed ; so that to suppose the directors of the Liverpool
and Manchester company were disposed to do anything un-
fair, was to suppose what the, circumstances of the case
utterly repudiated. (Hear, and loud cheers.)
Captain LAWS said, that nothing could be more satisfac-
tory to his feelings than to explain away any charge which
he had felt it his duty to advance ; but no course was so clear
to him as to have the investigation. If that investigation
were carried on with proper feelings it would set the direc-
tors in a much better light than any discussion which might
take place at the present meeting. If four impartial per-
sons, who had no stake in the Grand Junction, were ap-
pointed upon the committee, and if his charges should turn
out to be unjust, nothing would afford him greater pleasure
than to say that they were unjust.
Several voices—And to retract.
Captain LAWS—Most certainly, to retract. But though
the directors were as pure as Caesar's wife, his was not the
only opinion which prevailed against them. It was-the opi-
nion of others also. The public had never known what the
compact between the two companies was ; he ventured to say
that few of the proxies which had come to Mr. Moss were
acquainted with the nature of it ; and, therefore, what could
be more gratifying to the directors than to have an opportu-
nity of clewing that it was a right and proper contract to
continue ? It surely ought, to be fully understood.
Mr. Moss hoped the inquiry would extend not only to the
contract, but to those who made the contract. (Hear, hear.)
Captain LAWS said his charge was not against those who
made the contract.
Mr. Moss said his motion would have the effect of extend-
ing the inquiry to the persons who made the contract, and he
was most anxious that such an inquiry should be instituted.
(Hear, hear.)
Captain LAWS was proceeding to state the substance of
his charge, when
Mr. SANDERS observed that there was a distinct charge of
the directors turning over the property to the Grand Junc-
tion. (Hear.)
Captain LAWS expressed a hope that the proprietors would
consider the consequences which had resulted from the con-
tract in question.
Mr. T. RATHBONE presumed, from the last observations
which had fallen from Captain Laws, that that gentleman re-
tracted the charge of motives which he had advanced.
Captain LAWS said that he did not attribute infallibility
to Mr. Rathbone, or to any other man.
Mr. RATHBONE repeated his question—namely, whether
the captain withdrew his charge?
Captain LAWS said he wanted the investigation, and then
lie would retract, if his charges should turn out to have been
unjust.