BIRMINGHAM AND OXFORD JUNCTION RAILWAY. (Hansard, 17 June 1847)

§ LORD LYNDHURST
said, it was from 650 purely accidental circumstances that he had taken up this question; and he really wished that it had fallen into the hands of some noble Lord more acquainted with the usual course of railway proceedings than himself. However, in consequence of the part which he had already taken in this question, he thought he could not now leave it in its present position without leading to the conclusion that he had abandoned the opinion which he had originally formed respecting the merits of this case. So far from this being the fact, every thing that had occurred had tended strongly to confirm his original opinion. Much pains had been taken to render this case involved and complicated; hut if their Lordships attended for a few moments to the observations he had to make, he was quite sure that their Lordships would see that it resolved itself into one or two very plain and simple points. He would press this subject strongly on the attention of Her Majesty's Ministers, because it tended to show the importance of taking care that those powerful bodies, the railway companies, invested with so much authority by the Legislature, should not apply that authority for the purpose of injuring the rights of other individuals, or of defeating the intentions of Parliament. The noble and learned Lord then briefly reviewed the circumstances which had led to the consideration of the subject by a Select Committee. He observed, that in the last Session of Parliament a, Bill passed for the establishment of the Birmingham and Oxford Junction Railway. As an immense traffic already passed along the North Western Railway, the security of the public was involved in the establishment of the Birmingham and Oxford Junction line as a rival line to the North Western; and to effect that object a clause was introduced into the Bill, enabling the Great Western Railway Company, and that company alone, to purchase the Birmingham and Oxford Junction line. In consequence of that clause, shortly after the close of the Session, negotiations were opened between the two companies, which led to an agreement by which the Great Western Railway Company purchased the whole of the Birmingham and Oxford Junction line. In order to give validity to this agreement, it was necessary that it should meet with the concurrence of the shareholders of the Birmingham and Oxford Junction line; and accordingly a meeting of shareholders was held to consider the propriety of affirming 651 the agreement. At that period, the North Western Railway Company, who originally opposed the Birmingham and Oxford Junction Railway Bill in all its stages, intervened; and, by the means of a Mr. Mozley, connected with the North Western Company, endeavoured to persuade the shareholders of the Birmingham and Oxford Junction line to sell it, not to the Great Western Company, agreeably with the provisions of the Bill passed by Parliament, but to the North Western. But all these attempts failed; and, consequently, at the meeting of shareholders the agreement to sell the line to the Great Western Company was confirmed. Therefore, an agreement was come to, binding both on the Birmingham and Oxford Junction Company, and on the Great Western Company. After this meeting, Mr. Glynn, the chairman of the North Western Company, renewed the attempt to purchase the Birmingham and Oxford Junction line, and wrote letters containing very tempting offers to Mr. Muntz, the chairman of the latter company. Mr. Muntz, however, refused to accede to them; and the consequence was, that almost immediately afterwards—in the month of December, he believed—a contrivance was resorted to for the accomplishment of the object, not in a direct, but indirect, manner. Within six weeks after the rejection of Mr. Glynn's proposals, nearly the whole of the shares of the Birmingham and Oxford Junction line were purchased by persons connected with, and dependent on, the North Western Company. If these had been bonâ fide purchases, for ordinary purposes, he should never have troubled their Lordships on this subject; but their Lordships would see that these purchases were made solely for the purpose of defeating the object of the Act of Parliament in establishing a rival line to the existing North Western line. The individuals to whom he had referred, within the short period of six weeks of the rejection of Mr. Glynn's proposals, purchased 35,000 out of 50,000 shares in the Birmingham and Oxford Junction line. It was in reference to this proceeding that the whole question turned. What were the terms of the agreement entered into between the Great Western Company and the Birmingham and Oxford Junction Company? It was agreed that a certain sum, about 101. per share, should be given, by way of premium, on each share. Now, it was obvious, that any parties purchasing the shares at a higher price must be losers; 652 but it would be found in the evidence before the Committee, that all those shares, or many of them, had been purchased by the persons he had adverted to at a great advance on the price to be paid by the Great Western Company. Almost immediately after the period to which he had referred, the directors of the North Western Company, and the committee of management of that company, purchased 4,000 shares in the Birmingham and Oxford Junction Railway. [The noble and learned Lord here referred to particular cases in which several members of the same family were the registered purchasers of shares in the Birmingham and Oxford line.] He thought their Lordships must be satisfied that those purchases had not been made bonâ fide. If he believed that the shares had been purchased in the regular way of business, he would have been the last person in that House to make any complaint on the subject; but when he found that the solicitors, the superintendents of locomotives, and other officials connected with the North Western Company, had, at the period to which he referred, become extensive purchasers of shares in the Birmingham and Oxford Railway, he could not but come to the conclusion that the object of the former company had been to obtain the command of such a number of votes among the shareholders of the Birmingham and Oxford Railway Company as would enable them to control the proceedings of that company. After the purchase of these shares by persons connected with the North Western Company, a meeting was advertised for the appointment of provisional directors of the Birmingham and Oxford Railway. The number of provisional directors was at that time 12; but, under the Act of Parliament it might be increased to 18; and at the meeting to which he referred, six directors were added, under the authority of the Act, to the original number, the additional directors so appointed being persons so exclusively under the influence of the North Western Company. The next attempt made was to remove four of the original directors, and to substitute persons connected with the North Western Company. This, however, could only be done through the medium of a court of justice. The attempt was made in the Court of Chancery, but it was unsuccessful. The attempt had been renewed in the Court of Queen's Bench, where the matter was still pending; and it remained 653 to be seen whether the application of the North Western Company would be more successful in that court than it had been in the Court of Chancery. The North Western Company suggested, that under the Standing Orders of that House the propriety of proceeding with this Bill should be referred to the shareholders; but if the question were left to the shareholders (a great majority of whom had no independent rights, but were under the influence of the North Western Company), there could be no doubt that three-fifths of them would refuse their consent to the measure. He (Lord Lyndhurst) thought that if their Lordships were satisfied these shares were purchased for the object he had stated, they would be of opinion that, under the circumstances, the Standing Order might be dispensed with. If this course was not assented to, the Bill would be thrown out by the influence of parties who had purchased shares for the sole purpose of defeating the measure. He would therefore move that the Committee be instructed to proceed with the inquiry which they were directed to make by a former Order of the House.

LORD KINNAIRD
said, he had voted, on a former occasion, against the appointment of a Committee on this subject, because he did not think it right that the Legislature should interpose while proceedings in the case were pending in a court of justice; but, as their Lordships had assented to the appointment of a Committee, he was ready to support the proposal of the noble and learned Lord, that that Committee should go one step further in the inquiry. He considered that, having gone so far, it was most desirable they should ascertain the truth of the statements which had been made on either side. It had been asserted that shares in the Birmingham and Oxford Junction Railway had been purchased with the funds of the North Western Company; but to this assertion he did not attach any credit, although it was very possible that the shares might have been bought by friends of the North Western Company. If the agreement which had been entered into should be declared illegal by the courts of law, the Oxford and Birmingham Railway could not be sold to the North Western Company without the matter coming before their Lordships in the next 654 Session; and, if Parliament should then be of opinion that this line should be constructed upon the broad gauge, they would have an opportunity of legislating upon the subject. At the same time he thought it most desirable that the Legislature should not interfere until the validity of the agreement had been decided by a, court of law.

§ EARL FITZWILLIAM
would support the Motion of the noble and learned Lord; for he considered, after the allegations which had been made, that it was incumbent upon Parliament to interfere, and to institute an inquiry into the truth of the statements. He would recommend that it should be an instruction to the Committee to continue their labours. If, however, the Committee were of opinion that they could not pursue their inquiry with satisfaction to themselves, it might be desirable to appoint another Committee, who might take a different view of the duties they had to perform.

§ The EARL of CHICHESTER
, as chairman of the Committee, was understood to enter into an explanation of the reasons that had led the Committee to come to the report which they had presented to the House.

§ LORD BEAUMONT
said, the question which their Lordships had to decide was, whether it was advisable to suspend one of their own Standing Orders. The best course would be, to instruct the Committee to proceed with their inquiry, and to report whether or no the allegations contained in the petition were true or false. Their Lordships would then be in a position to decide whether or not they would suspend their Standing Orders.

§ LORD PORTMAN
said, he held in his hand a letter from Mr. Glynn, the chairman of the London and North Western Company, in which that gentleman stated that no funds of that company had been either directly or indirectly advanced in the matter; that no money had been borrowed by the company on that account; and that no guarantee whatever had been given by that company bearing upon or having any relation thereto. This letter, however, furnished no answer to the noble and learned Lord (Lord Lyndhurst), because it was merely a denial of any acts on the part of the company, and was not a denial of the acts of individuals who might be members of that company. He thought it would be unnecessary to appoint another Committee, although it might be de- 655 sirable to add thereto the names of two or three Peers who were more familiar with legal matters than any of the noble Lords who now constituted that Committee.

§ The EARL of DEVON
addressed their Lordships at some length, but was inaudible.

§ LORD REDESDALE
contended, that the facts being already established, there was no necessity for further inquiry by the Committee. The Committee, he thought, should be required to report upon the whole of the line from Birmingham to Oxford; and when the report was finally made, and made in a manner satisfactory to the House, it ought then to be referred to the Railway Commissioners; but those steps had better be taken after the decisions of the courts of law were made known. If the shareholders were right in their points of law, they were justified in opposing the Bill; but even if they did not prove to be right in their points of law, they were justified in saying that a sale had taken place. He should now move as an Amendment to the first resolution the same Motion that he had on a former occasion brought forward, which was to the effect that no further proceedings should be taken by the Committee until the decision of the courts of law had been obtained.

The EARL of WICKLOW
thought, that the labours of a Committee could throw no further light upon the subject.

LORD BROUGHAM
said, that he was disposed to support any proposition that would have the effect of giving some better security to the public than they at present possessed. Competition, he thought, would produce this advantage. He should ho, therefore, well pleased to see the two lines of railway carried out. If they shut out competition, there would he no security for life or limb. There could be no doubt as to the way in which those parties would vote who had purchased up the shares; they would give their votes in a manner respecting which there could be no uncertainty; and there could also be no doubt that the effect of their proceedings would be to shut out all competition, and to deprive the public of all security. All that the Committee had to do was to inquire into the facts, leaving it to the House to decide upon the merits of the case when those facts were ascertained. And of this he was assured, that, if the investigation were honestly and fairly taken, and diligently pursued, though it might lead to many of the objections alluded to by the 656 noble Earl on the cross-benches, though it might lead to crimination and even to recrimination, it would tend to operate by way of example, and to make it impossible to repeat the offence.

LORD STANLEY
said, that the House was already in possession of the facts as to the purchase of the shares by the North Western Company; and what remedy, he would ask, would their Lordships propose for that evil? Were they prepared to legislate on the subject? And, if not, what did their Lordships expect the Committee to do? It was true that they had allowed the purchase of the shares to be made; but to get over the technical difficulty of the transfer, the company must apply to Parment for an Act to confirm their purchase; and the answer to their application would be the technical rule against such purchases which had been drawn up by the noble and learned Lord near him.

§ EARL FITZWILLIAM
said, the noble Lord seemed as if he wished to bring back their Lordships to the consideration that this question was a simple question of dispute between the two companies; whereas he apprehended that the question was not as to the stratagems which had been going on upon one side or the other, but whether the result of those stratagems was not calculated to damnify the public.

§ LORD REDESDALE
then gave notice that on some future day he should move the following Resolution:— That the Railway Commissioners be directed to inquire into the accommodation afforded by the several lines now open, or in the course of construction, or projected, between London and Birmingham, and to report to this House early in the ensuing Session of Parliament in what manner they are of opinion that the interests of the public might be most effectually secured in regard to such lines; and whether it was expedient that the broad gauge should be extended to Birmingham; and, if so, in what manner such an arrangement could be carried into effect with the least interference with existing interests and with the system of railway communication as settled by the Act for regulating the gauge of railways, and what conditions it would be desirable to annex to any permission granted to the Great Western or other railway companies to lay down a broad gauge, contrary to the provisions of the said Act.