The Inverness and Elgin Railway:  Subscribers Agreement 1845

Transcribed below is the text from a draft subscribers agreement document for a proposed railway between  Inverness  and  Elgin , with branches to several points on the  Moray Firth  coast in the north of Scotland. The legal preamble, to which the shareholders would agree, is written out, but the document has not be used. No shareholders names have been entered onto the document.

The name of the line was to be The Inverness and Elgin Railway. There is no date on the document but it can be placed to 1845 with confidence for a number of reasons. It lists the members of the Committee of Management and one of these is “James Sutherland Esq present  Provost of Inverness“. He held this post from 1843 to 1846 and from 1852 to 1855. Parliamentary records show that a Bill was submitted for the 1846 session seeking approval to build such a line. Papers and maps for the proposal would have needed to be lodged by the 30’th November 1845. Copies of the maps held in the  Westminster Parliamentary  and Scottish archives carry the name “Inverness and Elgin Railway”. However soon after submission the name must have been changed to the “Inverness and Elgin Junction Railway” as all subsequent reference to the line, both in parliament and in the press, in 1846, is by this latter name. The Bill did not gain approval and the company was dissolved in the summer of 1846. A new and separate application was made in 1854/5 using the same name with the word “Junction” in the title. The absence of that word identifies this document as an early 1845 piece of the history. Finally the document was discovered with two Subscribers Agreements for the  Perth and Inverness Railway proposal. These are featured elsewhere on this website and list many share holders making subscriptions and dated 1845. The two railway proposals where dealt with in parliament in parallel and  Harapath’s Railway Journal  states that as of March 1846 they had in practical terms amalgamated ( see link page 407 ) – although were still separate Bills.

The document gives a basic description of the line. The names on the management committee reveal who supported the venture; many were local businessmen. The capital to be raised through shares of £20 each was £300,000. However this had  risen to £350,000  once the Bill was submitted to Parliament and they would be permitted to borrow a further £116,600.

The Legal Preamble:

Inverness and Elgin Railway  Subscribers Agreement

We the several persons subscribers hereto named and designed in the testing clause to these presents being severally contributors to an undertaking to be known by the name the Inverness and Elgin Railway or by such other name as the Committee of management herein after mentioned shall appoint for making a Railway and all proper works and conveniences connected with therewith from Inverness to Elgin with branches from and out of the said intended Railway to the port of Findhorn and also the ports of Lossiemouth and Burghead subject to such modifications and alterations as may be considered needful by them, Do hereby severally and respectively acknowledge and declare that the rules and regulations hereinafter written are, and are to be considered, the terms and conditions upon and subject to which we have contributed, and do severally subscribe for carrying this said undertaking into effect.And we do hereby for ourselves severally and respectively and for our several and respective heirs, executors and administrators,Promise and agree to and with each other and to and with the respective heirs, executors and administrators of each other and also to and with the several other persons who are subscribers to certain other agreements of like purpose and effect herewith and with their respective heirs, executors and administrators, and also to and with certain persons who have executed and subscribed, or who shall hereafter execute and subscribe, certain contracts and agreements made out according to the form of the law of  England* of the like purport and effect herewith, and to and with the several and respective heirs executors and administrators of such last mentioned persons, to conform to and abide by, the same rules and regulations; that is to say

First at all meetings of subscribers for carrying the said undertaking into effect, the majority that is to say, so many of the subscribers present in person or by proxy (such proxies being themselves shareholders) as shall have subscribed to and hold a larger amount and number of shares than the rest of the subscribers present personally or by proxy shall bond the rest of the subscribers present at such meetings as also absent subscribers.

Secondly the persons following shall be a Committee of management for promoting and carrying into effect the objects of the said undertaking until an Act of Parliament be obtained for carrying the same into execution videlicit Alexander MacKintosh Esq of McIntosh presiding at Mayhall,  Evan McPherson  Esq of Cluny, James Sutherland Esq present Provost of Inverness, Andrew Belford Esq of Glenbentaig,  Alexander Forbes Esq Chemist in Inverness,  Edward Strathearn Gordon Esq Advocate Edinburgh,  Patrick Grant  Esq, County and Sheriff Clerk of Inverness, General  W   A   Gordon of Lochdue, residing in Nairn, Arthur Grant Esq of Milfield, Neil McLean Esq, Land Surveyor, residing in Inverness, Duncan Davidson Esq of Tulloch, Major Evan  McPherson  of Glentruim,  Major Duncan McPherson  residing at Drummond near Inverness, Colin Lyon McKenzie Esq of St Martins, Merchant in Inverness,  Evander McIver  Esq Bank Agent in Dingwall, Archibald Hill Rennie Esq of Ballilisk, Wood Merchant in Inverness, Bethune Ross Esq, Advocate residing in Edinburgh, John Gray Ross Esq of Strathgarie, John Ross Esq of Berbice Cottage near Inverness, William Simpson Esq Merchant Castle Street Inverness, John McEwen Esq, Merchant in Inverness, James Forsyth Esq Merchant in Inverness, Charles Waterston Esq, Banker in Inverness, George McIntosh Esq, Younger of Geddes, and three shall form a quorum of such Committee and at all meetings of the said Committee one of the members of said Committee shall be appointed Chairman and all questions shall be decided by the majority of members present the Chairman having in case of equality of votes, his own vote being included, a second or casting vote.

Thirdly the said Committee of management shall have power, from time to time, to add to their number such persons as they shall think fit from among the subscribers to the said undertaking holding each twenty shares at least, and to supply any vacancies which may occur in their body from among the subscribers so qualified, and to appoint such local or subcommittees as they shall think necessary for such purposes and with such power as they may from time to time think proper.

Forthly the said Committee of management shall have full and entire power and authority to carry the said undertaking into effect, and for that purpose, to cause such surveys to be made as they may think fit, to adopt and avail themselves of such surveys as may already have been made, and to obtain estimates, and make arrangements with Landowners, Railway Companies and other bodies and persons, to make calls upon the subscribers for money to determine and fix, and from time to time to alter and vary the sites of spots at which the said intended Railway and branches shall commence and terminate and of any other side branches which they may think desirable for the advantage of the undertaking, and the places and manner in which the same shall join or communicate with other lines of Railway, and the intermediate course route and lines thereof, and the extent and situations of the approaches thereto and the stations, buildings, works and conveniences to be connected therewith, with such alterations, modifications and extensions as may seem advisable to them to apply the money subscribed to the said objects, and to invest the same until required in Government Stocks, or such other security as they think fit, and generally to adopt all such measures as the said Committee may in their judgement consider expedient for carrying the said undertaking into effect and obtaining an Act or Acts of Parliament for that purpose (confining the application to Parliament to any portion of the main line and branches, or of either of them, according to the discretion of such Committee of management) and also to protect and promote (in such way and by such means as such Committee shall think fit) the interests of the subscribers against any competing lines, or otherwise, and also to subscribe and contribute such sum or sums of money as they shall think fit towards the cost and expenses of establishing and constructing any line or lines of Railway communicating directly or indirectly with the said intended Railway which they may consider beneficial to the said undertaking, as also to enter into agreement with the proprietors of any Railway or projected Railway, communicating directly or indirectly with the said intended Railway, for the purchase or sale of the said Railway, or for the amalgamation of the said intended Railway with such communicating Railway or Railways, or for the more advantageous working of the same, or of any part thereof.

Fifthly the said Committee of management shall have power to appoint, re-appoint, suspend and demure such Treasurers, Bankers, Agents, Engineers, Secretaries, Clerks, servants and workmen as they shall think fit, and to allow and pay such salaries and recompenses as they shall deem right, and to enter into contract and agreements for or in anywise relating to the undertaking, and for all matters incident to the obtaining of the propose act or acts of Parliament ,or any of the matter foresaid,and to apply all or any part of the monies, which shall come into their hands, or into the hands of the Treasurers or Bankers of the undertaking, either as deposits, or in pursuance of calls made by the said Committee of management in payment of such salaries, recompenses and engagements as aforesaid of the Expenses of applying for, soliciting and obtaining and act or acts of Parliament,  as aforesaid, and all other cost, charges and expenses incident to the said undertaking, or which have already been or may hereafter be incurred in relation thereto, or to any of the matters aforesaid.

Sixthly. The Capital of the undertaking shall be Three Hundred Thousand pounds, or such other amount as the Committee of management shall deem or find advisable or proper, to be raised in shares of Twenty pounds each and such shares shall to be transferable until an act or acts of Parliament shall be obtained authorising such transfers.

Seventhly. In the event of an application or applications being made to Parliament in the next or any subsequent session, and not being successful, or in the event of no such application being made, all the cost charges and expenses of every description already incurred, or hereafter to be incurred, in respect of such application to Parliament, or any manner incident to the undertaking, or to any of the matters aforesaid, shall be borne and paid by the several subscribers to the said undertaking, rateably and in proportion to the number of shares taken by each subscriber and the several subscribers  hereto do further promise and agree, and bind themselves severally and respectively, and their respective heirs, executors and administrators, when so required from time to time to subscribe and execute all such Parliamentary Contracts as are or may be required by the standing orders of Parliament to be entered into previously to applying for the said intended act or acts of Parliament, and also all such further other deeds, documents and assurances, as shall be from time to time be required by the Committee of management for the time being, and in the event of any subscribers failing to execute such Parliamentary Contract or Contracts and deeds, documents and other assurances, for fourteen days after the notice given by or behalf of the Committee of management, in the London and Edinburgh Gazettes, they do hereby agreed, each of them for himself, his heirs, executors and administrators, that the sums severally paid or deposited by them previously to said failure, shall, in the opinion of the Committee of management, be absolutely forfeited to, or for the use of, the other subscribers to, or parties interested in, the undertaking, together with their several rights to the shares on which such deposits have been paid, and all their rights of account and other rights whatsoever at law and in equity, in anywise relating to the promises. In Witness Whereof.

[* mention of the law of England seems odd for a Scottish railway. The context is certain possible contract obligations which might then be subject to English rather than Scottish law – and the fund raising and legal documents would be largely done in England/London]

So what happened?

The Bill ultimately failed and no  Act of Parliament  to authorize the building of the line was obtained. In the jargon of parliament the “preamble was not proven” ( see link re Group 4 Bills ). The Journal of the House of Commons records the procedures the Bill went through between February and May 1846, and the support and opposition it received. This record has been extracted and transcribed below. By the summer of that year the tide had changed against railway promotions. The  railway mania bubble  burst. Many projects of that time failed and  subscribers lost substantial sums .The Inverness and Elgin Junction Railway was finally dissolved at a meeting of Shareholders and Scrutineers held at the Company’s office in Church Street, Inverness on Monday, the 10’th of August, 1846.  The last advertised value of the shares was in July 1847.  Their initial value of £20 had reduced to 20s 11d.  This was all that was left after expenses had been paid of. The investors thus got back only 5.2%.

Inverness and Elgin Junction Railway Bill – passage through Parliament 1846

From Journal of the House of Commons Vol 101, 1846:    (This link is to is a large volume document and may take a minute or so to load).

Page 80, 6’th Feb:
A Petition of Persons whose names are thereunto subscribed, for leave to bring in a Bill for making a Railway from Nairn to Elgin, with Branches, to be called the Inverness and Elgin Junction Railway, was presented, and read; and referred to the Select Committee on Petitions for Private Bills.

Page 154, 17’th Feb:

A Petition of the Provost, Magistrates and Town  Council of the royal burgh of Elgin, taking notice of the applications for leave to bring in the Perth and Inverness Railway; and, the Inverness and Elgin Railway Bills; and praying that such Bills may pass into law, was presented, and read; and ordered to lie upon the Table.

Page 369, 20’th March:

Mr. Greene reported from the Select Committee on Petitions for Private Bills; That in the case of the Petition for the Inverness and Elgin Junction Railway Bill, the Standing Orders had not been complied with, inasmuch as the datum line is not referred to any fixed point near one of the termini, the fixed point referred to in the Sections being the sill of the principal door of the Royal Academy at Inverness, which is at a distance of about 15 miles from the present terminus at Nairn. Ordered, That leave be given to bring in a Bill for making a Railway from Nairn to Elgin, with Branches, to be called The Inverness and Elgin Junction Railway: And that Mr. Henry Baillie and Mr. Cumming Bruce do prepare, and bring it in.

Page 381, 23’rd March:

The Order made yesterday, That leave be given to bring in a Bill for making a Railway from Nairn to Elgin with Branches, to be called The Inverness and Elgin Junction Railway, was read, and discharged. Ordered, That the Report in respect of the Petition for the said Bill, which, upon Friday last, was made from the Select Committee on Petitions for Private Bills, be referred to the Select Committee on Standing Orders.

Page 416, 26’th March:

Petitions of Phoebe Dunbar, of Sea Park, near Forres, Spinster; Trustees for executing the Act  for making and maintaining a Road leading through the Parishes of Nairn and Auldearn, in the County of Nairn, and for converting and regulating the Statute Labour of the said County; Trustees for executing the Act for more effectually making, repairing and maintaining certain Turnpike-roads in the Counties of Nairn and Inverness; Trustees upon the Suspension Bridge over the Findhorn, near Forres, in the county of Elgin and Forres; Trustees upon the districts of the turnpike-roads of the county of Elgin; Members of the Provisional Committee and Shareholders of the Great North of Scotland Railway Company; Major Peter Grant Peterkin and Mrs. Mary Ann Grant Peterkin, Proprietors of the lands and estates of Grange and Greerhop; Henry Inglis, Commissioner for the Trustees of .the late Right honourable James Earl of Fife; and, James Stephen, M D., of Bruceland, residing in Elgin; taking notice of the application for leave to bring in the Inverness and Elgin Junction Railway Bill; and praying that they may be heard, by themselves, their counsel or agents, against certain parts of such Bill, were presented, and read ; and ordered to lie upon the Table.

Page 428 & 429, 27’th March:
Resolved, That in the case of the Inverness and Elgin Junction Railway Petition, the Standing Orders ought to be dispensed with; That the Parties be permitted to proceed with their Bill.

The House was moved, That the Report in respect of the Petition for the Inverness and Elgin Junction Railway Bill, which was this day made from the Railway Select Committee on Standing Orders, might be read; and the same being read; Ordered, That leave be given to bring in a Bill for making a Railway from Nairn to Elgin with Branches, to be called The Inverness and Elgin Junction Railway: And that Mr. Henry Baillie, Mr. Morrison and Mr. Matheson do prepare, and bring it in.

Page 431, 27’th March:
Petitions from Snizort; Croy; Beauly; Kirkhill; Urquhart (two Petitions); Durinish; Laggan; Portree; Kilmonivaig; Daviot;  Bolerkine and Abertaff; Fort Augustus; Moy; Abernethy; Bracadale; Alvie; Duthil; Kingussil; Kilmuir; Crandale; Grantown; Petty  Sleat; Nairn; Elgin; Duffus; Newspirie; Lossiemouth; Birnie; Saint Andrews; Lhanbryde; Findhorn; Burghead; Drainie; Ullapool; Stornoway; Island of Lewes; Inverness (five Petitions); Ross (two Petitions); Kiltearn; Fodderty; Urray (two Petitions); Contin; Alness (two Petitions); Maryburgh; Dingwall (two Petitions); Tain (two Petitions); Evanton; Invergordon; Thurso; and, Caithness; praying that the Perth and Inverness Railway Bill may pass into a law, and taking notice of the application for leave to bring in the Inverness and Elgin Junction Railway Bill, and praying that such Bill may pass into law, were presented, and read ; and ordered to lie upon the Table.

Page 440, 30’th March:

Mr. Forbes presented a Bill for making a Railway from Nairn to Elgin, with Branches, to be called The Inverness and Elgin Junction Railway: And the same was read the first time; and ordered to be read a second time.

Page 484, 6’th April:

The Inverness and Elgin Junction Railway Bill, was read a second time; and committed. Ordered, That the Bill be referred to the Committee of Selection.

Page 495, 7’th April:

Petitions of Directors and Shareholders of the Stotfield and Lossiemouth Harbour Company; Alexander Forteath, Esquire, of Newton, in the county a way of Elgin; and, Hogarth and Company, Salmon Fishers, in Aberdeen, and of William Hogarth, Salmon Fisher, there, the sole Partner of said Company; praying that they may be heard, by themselves, their counsel or agents, against certain parts of the Inverness and Elgin Junction Railway Bill, were presented, and read. And the said Petitions were ordered to be referred to the Committee on the Bill; and the Petitioners heard, by themselves, their counsel or agents, upon their Petitions, if they think fit; and counsel heard, in favour of the Bill, against the said Petitions.

Page 501, 8’th April:
Ordered, That the Petition of the Right honourable Francis Earl of Moray, K. T., which was presented upon the 25th day of March last; and also the Petitions of Members of the Provisional Committee and Shareholders of the Great North of Scotland Railway Company; Major Peter Grant Peterkin and Mrs. Mary Ann Grant Peterkin, Proprietors of the lands and estates of Grange and Greerhop; Henry Inglis, Commissioner for the Trustees of the late Right honourable James Earl of Fife; and, James Stephen, M.D., of Bruceland, residing in Elgin, which were presented upon the 26th day of M arch last; taking notice of the application for leave to bring in the Inverness and Elgin Junction Railway Bill; and praying that they may be heard, by themselves, their counsel or agents, against certain parts of such Bill, be referred to the Committee on the Bill; and the Petitioners heard, by themselves, their counsel or agents, upon their Petitions, if they think fit ; and counsel heard, in favour of the Bill, against the, said Petitions.

Page 520, 21’st April:

A Petition of the Right honourable Francis Earl Inverness and of Moray, K. T., praying that he may be heard, by himself, his counsel or agent, against certain parts of the Inverness and Elgin Junction Railway Bill, was presented, and read. Ordered, That the said Petition be referred to the Committee  on the Bill; and the Petitioner heard, by himself, his counsellor agent, upon his Petition, if he think fit; and counsel heard, in favour of the Bill, against the said Petition.

Page 539, 23’rd April:
Ordered, That the Petition of Trustees of the Suspension Bridge over the Findhorn, near Forres, in the county of Elgin and Forres, which was presented upon the 26th day of March last, taking notice of the application for leave to bring in the Inverness and Elgin Junction Railway Bill, and praying that they may be heard, by themselves, their counsel or agents, against certain parts of such Bill, be referred to the Committee on the Bill; and the Petitioners heard, by themselves, their counsel or agents, upon their Petition, if they think fit; and counsel heard, in favour of the Bill, against the said Petition.

Page 544, 23’rd April:

A Petition of James Duff, Esquire, M.P., and James Souter, Esquire, Writer to the Signet, a Quorum of the Trustees of the late Right honourable James Earl of Fife, praying that they may be heard, by themselves, their counsel or agents, against certain parts of the Inverness and Elgin Junction Railway Bill, was presented, and read. Ordered, That the said Petition be referred to the Committee on the Bill; and the Petitioners heard, by themselves, their counsel or agents, upon their Petition, if they think fit ; and counsel heard, in favour of the Bill, against the said Petition.

Page 568, 27’th April:
Ordered, That the Petition of Trustees upon the districts of the turnpike-roads of the county of Elgin, which was presented upon the 26th day of March last, taking notice of the application for leave to bring in the Inverness and Elgin Junction Railway Bill; and praying that they may be heard, by themselves, their counsel or agents, against certain parts of such Bill, be referred to the Committee on the Bill; and the Petitioners heard, by themselves, their counsel or agents, upon their Petition, if they think fit ; and counsel heard, in favour of then Bill, against the said Petition.

Page 718, 18’th May:
Mr. George William Hope reported from Committee on the Inverness and Elgin Junction Railway Bill; That the several Documents required by the Order of the House of the 30th day of April last, had been produced them, and verified by the Promoters. Ordered, That the Report do lie upon the Table.

Page 764, 25’th May:
Mr. Smollett reported from the Committee on Group No. 4, of Railway Bills, to whom several Petitions against the Bills comprised in the said Group were referred; That in the case of the Inverness and Elgin Junction Railway Bill, they had heard counsel in support of several of the said Petitions, and had also heard counsel in favour of the Bill; and had examined the allegations contained in the preamble of the Bill, but the same had not been proved to their satisfaction. Ordered, That the Report do lie upon the Table; and be printed.

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Links to some Railway Gazette notices:

(Link 1)     (Link 2)      (Link 3)     (Link 4)     (Link 5)

Other Newspaper Notices: