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On the 30th January, 1845-it must be remembered that Mr. Hudson's contract was in October, 1844-the provisional committee of the York, Newcastle and Berwick railway, advertised for 20,000 tons of iron. By this time the value of iron had risen cent. per cent. Various tenders were received, and among others Messrs. Thompsons offered to supply 20,000 tons at the market price of £12 10s. per ton; a bargain was eventually concluded with them for 14,000 tons at £12 a ton; and Mr. Hudson, instead of selling his iron in the market, supplied 7,000 tons of that which Messrs. Thompson had contracted to deliver. There was no loss to the company, for it was something below the market price; there was no gain to Mr. Hudson, for he could have sold it easily elsewhere. It appears an indiscretion scarcely necessary to palliate, and much less necessary to defend. The worst construction that can be placed upon it is, that when Mr. Hudson induced Messrs. Thompsons to lower their prices from £12 10s. to £12, he may have proposed to them the employment of his own 7,000 tons as portion of the contract, and this construction involves the fact that his interference saved the York, Newcastle, and Berwick railway company £7,000. So much was it considered in the trade as Mr. Hudson's own property, that Messrs. Crawshay-a house by no means friendly to that of Messrs. Thompson-literally offered £50,000 to him for the bargain he had made. Well was the question put by a journalist, "Were the company losers? No. Was the price above the market price? No. Was it bought in the name, or on account, or at the will of the company? No. If iron fell, who would be the loser? Mr. Hudson!"

A further charge was, that having received £31,000 on 30th December, 1845, for the payment of land, he had kept the money to himself. It appears perfectly true that Mr. Hudson received this sum, and that he paid the cheques to his own account. It was placed in his hands because, having made the purchase of the land himself, he was personally responsible to the landed proprietor. A small portion of this was immediately paid to some, but with others of the proprietors certain difficuliies arose; the fact, however, is indisputable, that in 1849 Mr. Hudson repaid to the company a large amount which had been paid to him four years prior for the benefit of the landowers.

The facts of this case appear to bear the hardest on Mr. Hudson in the public mind; and the simple truth, that he kept some thousands in his own hands for three years, is a grave charge, and must be gravely met. But certainly a brighter aspect is assumed when it is said that the landed proprietors were repeatedly informed that the money was ready for them; that there was a large debtor and creditor account between the company and Mr. Hudson; that the former was frequently indebted to the latter, who often paid the claims for land out of his own pocket; that during a portion of the above period Mr. Hudson was in advance £100,000; that the £31,000 was probably paid to lessen the balance against the company under cover of paying the landowner; and that, paying interest on the money he received,

and charging it on that he paid, the £31,000 was simply one item in a running account. And it may be added, that on the final settlement his charge for interest against the company exceeded the company's charge against him.

It is right to treat this gravely, but it should also be treated generously; and is it to be supposed that the use of £31,000 was of importance to a man at whose name every banker bowed? Is it reasonable to conclude that there was anything nefarious in a transaction which formed only one item in a great account? And is it just to deduce unfavourable conclusions when a charitable interpretation is most in keeping with the entire charge?

It was also said that Mr. Hudson had treated £31,000 paid to him for the contractors in a similar way. In examining this, it appears that Mr. Hudson was security for the contractors to the extent of £50,000, to which amount the latter had overdrawn their account. When, therefore, a cheque for £30,000 was paid for them, Mr. Hudson stated the case to the board, received the sanction of that board for retaining it, and remained security for the contractors. Had he not done this, a great work would have been stopped, a large number of men would have been thrown out of employ, and the contractors must have been ruined. On the other hand there was no risk of loss to the company, and there was no chance of gain to Mr. Hudson. In the words of the latter, "Nobody lost a penny, and I made nothing."

Mr. Hudson has also been charged with the unauthorised appropriation to himself of 2,000 shares. The facts of this case are briefly these: Mr. Hudson had bought the Brandling Junction line in his own name, on his own account, for £550,000. That line was re-purchased of him by the Newcastle and Darlington Company; 22,000 new shares-appropriated to the proprietors of the last named company in exact proportion to their shares-being created to pay for it. When this was affected, 2,000 remained unappropriated; and at an open meeting of the proprietors, it was as openly and unanimously carried, that the shares which remained should be given, through the Directors, to Mr. Hudson. The Directors consequently met, allotted 1,600 to the man they delighted to honour, and divided the remainder as they thought proper. Thus, among others, Mr. Robert Stephenson was allotted twenty-five shares. The extreme purity of this gentleman no one disputed; but if Mr. Hudson were guilty in receiving 1,600 shares, Mr. Stephenson was surely equally so in receiving twenty-five. The principle involved is the same. They were voted by the same proprietary; they were presented by the same Directors; and the only difference is between Mr. Hudson's sixteen hundred and Mr. Stephenson's twenty-five: between a profit of £500 to the engineer and £37,000 to the chairman.

Of a similar character was a transaction in connexion with the York and North Midland, which created upwards of 50,000 new shares to form branches into the East and West Ridings of Yorkshire, in the proportion of one new to each old share; it being, at the same

time, determined to reserve a certain number, to smooth the acerbity of the landowners along the line.

Of these surplus shares Mr. Hudson was allotted 1,700, of which, by virtue of a similar number of original shares, 1,000 were his due; the remaining 700 being given him partly in consideration of his being a large landed proprietor, partly on account of his great services, and partly on account of his position. Nor does it seem surprising that he should have accepted them. Would it not have been more surprising had he refused them? Was the moral feeling so high with railway men or measures, that, with "mock modesty and bated breath," Mr. Hudson should have rejected that which had certainly been earned by him more than by any one else; which would almost as certainly have been taken by his colleagues had he refused it; and which had a value in the market solely from being connected with his name?

It is not to be denied that in all these transactions there is something startling; but this arises from their magnitude. The moral principle, however, remains unchanged, whether a hundred pounds or a hundred thousand be involved. Right and wrong are not to be measured by results; and the question really is, whether Mr. Hudson evinced a lack of principle or a lack of discretion. In considering this subjeet, it must be accepted as an absolute rule, that amounts are only comparative; that all people are careless in trifling sums; and that what is much to the poor is little to the rich. It must be borne in mind that Mr. Hudson dealt constantly with accounts so gigantic that ordinary sums shrunk into insignificance by their side. That he was careless about accounts, is certain. Relying on his memory, he kept no books; he retained no copies of his letters; he paid enormous sums, and took no note of them; he gave verbal directions for the appropriation of thousands, and trusted to fate for their safety.

Passion and prejudice should retire when a verdict is given; and it is right, in a question which involves the character of a public man, to think deeply, and to judge calmly. The facts, stripped of embellishment, are before the reader. The period, with all its excitement, has been exhibited to him. The man, with the undue homage he received, has been presented; and in considering the charges brought against one who, whatever his faults, has done great things for England, the writer wishes to be impartial.

EXPLANATION OF "THE COST-BOOK" SYSTEM OF MINING. THE extensive speculations which have been going on during the last few weeks in the Californian Mining Companies' shares, and the probability that public attention will be particularly directed to mining operations for some time to come, induces us to re

publish the following description of what is termed "the CostBook system" of mining, from the treatise of Mr. Thomas Bartlett a work that will be found very useful to those who wish to become acquainted with the general law and practice of mining, as usually carried on in this country.*

Mr. Bartlett, in the introduction to his work, says it is intended, "To bring mining adventure more systematically before the public, and to lay down such rules for the guidance of capitalists, who desire to speculate, as shall effectually secure them from the risk of fraud and disappointment, a desideratum which may be guaranteed, if the following suggestions be strictly acted

upon :

No. 1. Look to the mineral character of the district, and the precise locality, boundaries, strata, &c., of the mine to be adventured in such district, and whether it lies in the immediate neighbourhood of large dividend-paying mines, or approximate to inferior workings.

No. 2. Weigh well, and consider the reports severally and collectively, and also the character and the position of the scientific men, captains, &c., so reporting.

No. 3. Remark whether the projected adventure is to be carried on in an old abandoned mine, or in one newly discovered; if old, be careful, for "riches in sight" are seldom run away from; and if a new discovery, in the hands of respectable and really scientific men-speculate."

These rules are applicable to foreign as well as to British mines, and many of the speculators in the new Companies may attend to the writer's suggestions with advantage.

"The Cost Book system is of very ancient date, and owes its origin to two opposite positions, namely, the natural sense of equity implanted within us, and the necessities of a speculation which is ever prone to call up all the selfish feelings opposed to that principle. Its great peculiarity is its simple justice, which has suggested frank integrity, order, and economy throughout all its details; and has instituted, for the enrolment of the first, a register, the pages of which can be scanned by every eye, and, for the two latter attributes, the frequent supervision and active prudence of all so connected in mining operations. This being the general constitution of the system, its elements will be found enumerated uuder the following heads :

1. Permission to explore for or work a Lode obtained from a proprietor. 2. A Sett, otherwise a license to dig for minerals, or a lease of same only

* A Treatise on British Mining, with a Digest of the Cost-Book system, Stannarie and general Mining Laws. By Thomas Bartlett. London: Effingham Wilson. 1850.

for 21 years, or right to try both surface and fathom; the same to be granted to the Purser, or to one or more of the adventurers, on the usual condition of dues, &c., in the event of a successful issue of the said Lode-provided for.

3. Meeting of adventurers for the arrangement of capital, division of same into shares, and allotment thereof.

4. Appointment of Purser or Agent to superintend, under the control of the whole body of shareholders, the necessary operations.

5. Opening of Cost-Book.

6. Duties of Purser defined, viz., To enter the minutes of all proceedings, names of shareholders, transfer of shares, debtor and creditor accounts of the company, superintend the working of the mine, and to report thereon, &c.

7. General meetings of the shareholders to be held monthly or bi-monthly. 8. Name and intitulation of company determined.

9. Purser empowered to make the calls voted at general meetings, disbursements for materials necessary for carrying out the project, and to summon shareholders to the monthly or bi-monthly meetings.

10. The said meetings to be held for the purpose of receiving the Purser's report, winding up accounts, considering liabilities, determining future proceedings, declaring dividends, authorizing calls, or dissolving by general consent.

11. The connexion of the company is strictly voluntary; a shareholder can at any time withdraw on his giving notice to the Purser in writing to that effect, and on paying his portion of the debts due and expenses incurred for works or continuation of works determined on at the last holden general meeting of the company.

12. The license or lease to dig for minerals, or work a mine granted to the Purser, or to others, is not taken in trust for the company, the lessee or lessees being alone liable to the lessor for the fulfilment of contract, &c.

13. The accounts to be wound up, and all debts due by the mine to be fully liquidated monthly, or at furthest every two months.

14. The whole body of shareholders possess, as one and indivisible, control over the adventure, their power or management being delegated by consent at each general meeting for the short term of one or of two months to their Purser or Agent, who is to them accountable.

15. Every shareholder possesses a direct and positive interest, according to the amount of shares held and calls paid by him, in the gear, machinery, and wrought materials of the mine, the use of the said machinery, &c., for the term of shareholdership, being duly considered in abatement of demand, should such be made when a shareholder or shareholders withdraw from the adventure.

16. The Cost-Book open at all times for the inspection of the shareholders, and the signatures of each to be inscribed therein by themselves, or by the Purser holding their written authority for the same.

In pursuing this subject, the fact must never be lost sight of, that whatever errors and delinquencies have been brought to light by litigation on matters connected with this form of association, its principle is still intact; nor are any of its bonds less binding from the strain which, from time to time, has been upon them. On the contrary, their crude strength has been proved by the severe tests which have been applied; and, regarding its social influence, we find the principle itself distinguished by all the veneration of antiquity, and the appreciation of modern justice. The intent thus acknowledged, the most essential confidence is inspired in the moral practicability of the

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