Introduction
Robert William Perks (1849-1934) was appointed as legal and financial adviser to the Cranbrook and Paddock Wood Railway Company (C&PWR) during the first half of 1878, by which stage the C&PWR had effectively become a “satellite” of the South Eastern Railway (SER), on a path proposed to take it to being a fifty per cent owned subsidiary of that company.[1] Perks remained the C&PWR’s solicitor until 1888 or perhaps a little later, but had left the company by the time construction work on the line got under way in April 1890. Brian Hart’s excellent 250 page book on the C&PWR, published in 2000[2], quite reasonably focusses on the story of the line from the commencement of construction – devoting only pages 15-24 to the 1876-1889 period. Peter Harding’s earlier study[3] had also concentrated on the line as built and operated over the seventy years to its closure in 1961. The purpose of this paper is twofold: firstly to flesh-out the story of the C&PWR during the 1876 to 1879 period, including how Perks came to be appointed solicitor to the company in 1878; and secondly to consider what contribution Perks made to the C&PWR during his time as the company’s solicitor – which requires an examination of the circumstances surrounding the long delay in the commencement of construction of the line. The paper also looks at Perks’s role in the projected Ely and Bury St. Edmunds (Light Railway), a scheme which bore some interesting similarities to the C&PWR scheme.
This paper is comprised of nine sections, followed by some brief concluding comments. Section One summarises the story of the Cranbrook and Paddock Wood Railway scheme over the period prior to the first ordinary general meeting of the company’s shareholders, held on 29 April 1878. Sections Two and Three examine the circumstances surrounding the appointment of R.W. Perks to provide legal and financial advice to the C&PWR company, with Section Four providing background information on Perks’s role in the Ely and Bury St. Edmunds Light Railway scheme – a role which according to Perks paved the way for his introduction to the directors of the C&PWR. Section Five discusses how Watkin’s win in his January/February 1879 proxy battle regarding the composition of the SER board had the look of being a big ‘plus’ towards the construction of the C&PWR’s line. The next three sections document how the prospects of a prompt start to the line’s construction faded, and look into the role played in the various delays and postponements by Watkin’s enthusiasm for the establishment of a new cross-channel steamer service between Dungeness and Treport. Previous histories of the C&PWR (or the “Hawkhurst Branch”, as it later became known as) have suggested that the delays and postponements of the period 1880 to 1887 were primarily the result of a shortage of funds. This paper argues that the story was more complex than that, and that a tracking of Perks’ activities at the C&PWR during the 1880-1887 period helps with getting to grips with the complexity. Once the situation had finally been resolved, and decisions put in place to commence construction of the C&PWR, Perks moved on. That is the subject of Section Nine – followed by some concluding comments regarding this story as a whole.
I The C&PRW scheme from 1876 to Perks’s arrival
The Act of Parliament that established The Cranbrook and Paddock Wood Railway Company received Royal Assent on 2 August 1877, and the company held its first ordinary general meeting of shareholders on 29 April 1878, in the Parochial Hall at Cranbrook[4]. That meeting was chaired by John Stewart Hardy (1839-1911), M.P. for Rye, whose surname was altered two weeks later (along with that of his parents and siblings) by royal licence, to “Gathorne-Hardy”. He was re-elected chairman of the company at that meeting, and continued to hold that post throughout the period that Perks served as the company’s solicitor. I will refer to him throughout this paper using his post-May 1978 surname, to try to avoid confusion. He was the eldest son of Gathorne Hardy (1814-1906), a senior cabinet minister in Disraeli`s 1874-80 government, who was created Viscount Cranbrook of Hemsted on 11 May 1878, and was later (in 1892) elevated to the status of Earl of Cranbrook. John Stewart Gathorne-Hardy succeeded his father as the second Earl of Cranbrook in 1906, and the references to him in Perks’s Notes for an Autobiography all use that later title (“Lord Cranbrook”) when referring to him.[5]
The movement to obtain the 1877 Act had got under way during the summer of 1876. On 30 August 1876 J.S. Gathorne-Hardy chaired a public meeting held in the Vestry Hall at Cranbrook. The press reports of that meeting make it clear that a good deal of preparatory work had already taken place, and that the promoters of the scheme had settled on a “Light Railway” (under the provisions of the Regulations of Railways Act of 1868) as their `Plan A`. Gathorne-Hardy told the meeting:
“… The only objection he was told that was likely to be raised to the present proposal is that being a `light line`, it would not be fitted for heavy traffic. But the Board of Trade had the power to license such lines, between which and the ordinary railways the only difference was with respect to speed, which must not exceed 25 miles an hour; and weight, which must not exceed eight tons upon each pair of wheels. …The object, of course was to get not a high rate of speed, but a line at a minimum cost, the great difference in the work being that it would be lighter. …in order to make a line of this character it was almost essential that the people of the district should come forward with a considerable portion of the amount required. The cost, he understood, would be approximately £100,000, and, if the inhabitants were of opinion that this railway would be of advantage to the town and district, were they prepared to find a portion of the money for making it? He was informed that if £30,000 was raised in the district, the promoters would feel themselves justified in proceeding with the work. …[He] concluded by observing that his father desired that his name might be put down for 100 shares [of £10 each], by way of starting the concern, and that even if the line did not pay directly, a large amount would be saved by the shareholders in the cost of carriage of hops, coal, and other things (applause).”[6]
The preparatory engineering work had been done by William Frederic Butler (1843-1925) of 9 Victoria Chambers, London, probably working in collaboration with Arthur Cadlick Pain (1844-1937) of 5 Victoria Street. The two were the joint engineers for the Ely and Bury St. Edmunds (Light) Railway which had successfully obtained its Act in 1875.[7] Butler addressed the meeting immediately following Gathorne-Hardy and said:
“He had no hesitation in saying that in this district the cost of an ordinary railway would be so great that it would never pay; on the other hand it was his opinion that a light railway would be a good paying concern. He could not speak with any certainty on the precise cost of the line, but he believed he was fairly within the mark when he said it might be made for £7000 a mile, which would amount to £91,000. If it could be made for that sum – of which he felt confident – and the receipts amounted to £14 per mile per week … it would pay, after deducting working expenses, 5 per cent. (applause). He had been nearly over England, and he did not know a district so well peopled as Cranbrook without the accommodation of a railway. With regard to the financial part of the scheme, the share capital would be £90,000, if Parliament sanction the undertaking, and the Company would have the power to borrow £30,000 – one third of the amount of the share capital – on mortgage debentures. When £30,000 was subscribed, the directors of the Company would be allowed to borrow £10,000, and he thought with that sum they would be fully justified in commencing the work. £40,000 having been raised, and the line commenced, no difficulty would be experienced in going to the public and getting the money in the usual way.”[8]
The Hastings and St. Leonards Observer listed the names of about sixty persons attending the meeting, and reported that after Butler had responded to various questions, a resolution was unanimously carried: “That this meeting, having heard a description of the projected railway from Paddock Wood to Cranbrook, cordially approves of the same, and pledges itself to support it by every means in its power”. A second resolution commenced the process of establishing a committee to supervise the carrying forward of the “projected undertaking”.[9] A second public meeting was held at the `Chequers` Inn, Lamberhurst on 14 September 1876. That meeting was chaired by William Courtenay Morland (1818-1909) and was addressed by both W.F. Butler and A.C. Pain.[10] Pain: “explained the great success which had attended the working of the single light line through the Culm Valley, Devonshire”. One imagines that Pain did not dwell on the fact that the cost of constructing that seven-mile line had exceeded the figure he had given at the time the company`s Bill was being promoted through Parliament, by a factor of almost 80 per cent.[11] This second public meeting was not as well attended as the Cranbrook one, but resolutions promising support from the district of Lamberhurst were passed, and Morland, before leaving the room, formally subscribed for 50 shares (of £10 each) in the proposed scheme. The Kentish Gazette made reference to a third public meeting being planned to be held at Goudhurst, but I have not seen any press reports confirming whether that meeting went ahead.
On 20 October 1876, the committee that had been established following the public meeting of 30 August met in Cranbrook and reviewed the progress of the scheme. According to the Kent and Sussex Courier`s report published the following Friday[12]: “Upon examination of the share list the financial portion of the undertaking was found to be very satisfactory … and it was thereupon proposed by Mr. J.S. [Gathorne-]Hardy M.P., seconded by Mr. William Courtney Morland, and carried unanimously, that ‘it is desirable taking into consideration the amount of capital subscribed, to proceed at once with the application for an Act of Parliament for the construction of the proposed line’”. The London Gazette of 17 November 1876 (pp. 6130-31) published a notice dated 10 November, headed “Cranbrook and Paddock Wood (Light) Railway” formally announcing the commencement of the process of making such an application. The solicitors for the proposed Bill were cited as being the Cranbrook firm of “Farrar, Philpott and Wood”. John Amhurst Philpott (1843-1932) and Alfred Rogers Wood (1849-1888) had both attended the 30 August public meeting, and Wood had been appointed Honorary Secretary of the Committee tasked with carrying forward the scheme. The London Gazette notice was explicit that the intention was: “To construct, subject to the provisions of the Regulations of Railways Act, 1868, the said Railway on the Light Railway System” (p. 6131).
It is not clear what contact the advocates for a Light Railway from Paddock Wood to Cranbrook had had with the South East Railway (SER), prior to The London Gazette notice for the scheme being signed-off on. At the public meetings it had been stated that the proposed railway would commence from a junction with the SER near the latter`s Paddock Wood station, and Butler had mentioned the possibility of the SER working the traffic over the line, but according to the press reports that was all that was said regarding relations with the SER. The Kent and Sussex Courier’s report of the 20 October Committee meeting included the words “it was stated the South Eastern Railway Company would probably support the undertaking”, but did not elaborate on that further. The first mention of the scheme in the SER Board minutes appears in the minutes of the meeting held on 21 September 1876. It reads: “The manager and secretary reported particulars of meetings which had been held at Cranbrook and the neighbourhood with reference to a proposed light railway between Cranbrook and Paddock Wood”[13]. No further mention appears until the minutes for the meeting held on 2 November 1876: “Paddock Wood and Cranbrook Railway (sic). Read: letter from Mr. A.R. Wood, Hon. Sec. of a proposed light Railway from Paddock Wood to the town of Cranbrook, asking the Board to receive a deputation early in December next, which was agreed to”.[14] At their 16 November meeting, the SER board agreed to receive the deputation from the promoters of the C&PWR on the afternoon of 30 November.[15] It seems likely that the statement made at the C&PWR Committee meeting of 20 October was based on some sort of informal `sounding-out` of Watkin by either J.S. Gathorne-Hardy or his father, and that the sections of the C&PWR`s London Gazette notice referring to powers for the SER to contribute towards the cost of constructing the railway, and to enter into agreements to work, manage and maintain the railway were based on encouraging noises made `informally` by Watkin, rather than anything more tangible.
The deputation which met the SER board on 30 November 1876 was led by J.S. Gathorne-Hardy and consisted of eleven members in total. Three of the eleven were there in a professional capacity: W.F. Butler (engineer), and Philpott and Wood (solicitors). The remaining eight all resided of the area to be served by the proposed new railway, and were all men of significant wealth and of high social standing, – one being Edward Loyd (1820-1890), the High Sheriff of the County of Kent. If there were `outsiders` providing (or promising) financial support for the scheme, they were keeping their heads down, allowing the proposal to be presented as a local initiative motivated by the desire to promote economic progress in the district. The deputation suggested that the SER should contribute one third of the C&PWR`s share capital, and paired this with two alternative proposals regarding the working of the line and the sharing of the proceeds from the traffic generated by the line. The deputation was assured that their proposals would be gone into at the next SER board meeting.[16] Things did not work out that way. Consideration by the SER directors of the vexed issue of the position of Watkin`s son Alfred within the company took precedence, and the question of the C&PWR was postponed.[17]
By the time the SER board did get down to focusing on the matter of the C&PWR, there had been an interchange of correspondence between Watkin and J.S. Gathorne-Hardy. This correspondence was tabled at the board meeting of 11 January 1877. Watkin had told Gathorne-Hardy on 22 December 1876 that he “doubt[ed] the policy of making a Light Railway”, but indicated that: “if a single line of ordinary construction were adopted and the landowners would meet the case by giving their land, or selling it at very moderate prices … then we should be disposed to recommend our proprietors subscribe one third of the cost of the railway, not exceeding £50,000, and working it at the rate of 50 per cent of the gross receipts”. By 10 January, Gathorne-Hardy had persuaded Watkin that the cost of constructing the C&PWR as an `ordinary` railway could be held down to around £100,000 and that the SER should contribute £50,000 of that, in the form of share capital. He told Watkin that the promoters of the C&PWR were prepared to amend their Parliamentary Bill to incorporate those changes. The SER board resolved to approve this proposal “subject to the sanction of their shareholders”.[18] On 6 March, the London Gazette (at p. 1920) published a notice dated I March, headed “Cranbrook and Paddock Wood (Light) Railway”, stating that a petition was being lodged seeking leave to alter the Bill of that title, to allow for these changes. The notice was signed by “Farrar, Philpott & Wood” and stated in addition that a special general meeting of the SER’s shareholders had been held on 22 February, at which unanimous consent had been given to the SER subscribing for up to £50,000 of shares in the C&PWR. The Bill was then able to proceed through the Parliamentary process as an `Unopposed Bill` (under the guidance of Philpott and Wood), and eventually received Royal Assent, as noted above, on 2 August 1877.
Before looking into what happened next, it is useful to pause and reflect for a moment on the situation created by the modifications to the C&PWR scheme as agreed upon in January 1877. The line was no longer to be a `Light Railway` and the name of the company brought into being by the August 1877 Act reflected that. But the company’s share capital authorised by the August Act was only £10,000 greater than the figure Butler had talked about in August 1876 as the share capital required for the `Light Railway` version of the scheme. Even after factoring in the additional borrowing powers of £3,333, that does not seem to be a great deal to offset the capital cost-savings Butler and Pain had said would follow from constructing to `Light Railway` standards. It is possible that the figure Butler had used for the required share capital under the `Light Railway` version of the C&PWR scheme had assumed that the costs of acquiring the required land would be comparable with the experience observed in the construction of other new lines through geographically similar areas in recently preceding years, and that the figure used for the August 1877 Act version of the scheme was significantly lower. Watkin had told Gathorne-Hardy that the SER`s financial support was conditional on the landowners “giving their land, or selling it at very moderate prices” (see above), and also on their not pressing for bridges where level crossings had been proposed under the `Light Railway` version of the scheme. It is not clear what steps Gathorne-Hardy took to secure the `informed consent` of the affected landowners prior to the C&PWR promoters accepting these conditions. And if any of the SER`s directors (or shareholders) queried Watkin about this, his response could easily have been along the lines of: “It`s their funeral if those conditions are not delivered upon: we won’t subscribe the funds and the line won’t be built”. If the capital-raising powers authorised by the C&PWR’s August 1877 Act had been based on an excessively optimistic view of cost-savings to arise from a higher-than-average degree of public-spiritedness (and voluntary self-denial) on the part of the landowners along the projected line, the fuse for at least some of the project’s later problems had already been lit. Two other financial matters should also be noted. Although the task of finding non-SER subscribers for equity capital had become a matter of finding subscribers for £50,000, rather than £60,000 as anticipated under the C&PWR promoters’ proposal of 30 November 1876, the sales-pitch about the prospects of reasonable dividends on those shares was now a harder one to sell. There would be a greater amount of debenture capital to service with this taking the first bite out of net operating revenue, and a greater total number of shares on issue, diluting the `per-share` figure of the amount remaining.
These considerations do not seem to have fazed the C&PWR promoters. On the day after the C&PWR Act received Royal Assent, Gathorne-Hardy wrote to Watkin with a proposal designed to provide for an early start to constructing the line. This proposal was that the SER should immediately subscribe for and be allotted its full 5,000 shares (of £10 each) in the C&PWR, subject to the proviso that no money would be `called` or paid on those shares until the C&PWR had “raised and expended £10,000 for the purposes of the undertaking, when a call of £2 per share shall be paid by the [SER]”. Further calls of £2 per share would be made each time the C&PWR had successfully raised an additional £10,000 from its non-SER shareholders, and had spent the money on the purposes of the undertaking. Gathorne-Hardy also proposed that a draft working agreement for the proposed new line should be prepared either by the C&PWR’s solicitors or the SER’s so that agreement on this could be reached at an early stage. Gathorne-Hardy’s letter was read to the SER’s board meeting of 9 August 1877[19]. It does not seem to have been met with great enthusiasm. The more cynical members of the SER board may have viewed it as a recipe for truly local interests in the district served by the line to get away with putting not much more than £10,000 of share capital into the undertaking, and then references to the SER’s commitment of funds and the working agreement being used in a prospectus to solicit subscriptions from `outsiders` for the remainder of the share capital. If not enough such outsiders could be found, or if it proved difficult to enforce calls on a significant portion of those shares, the SER could find itself in a `delicate` situation: a lot of its money sunk into the scheme; the C&PWR company without funds but with only a partially constructed line; and moral pressure on the SER to rescue the small shareholders enticed by the use of the SER`s `good name` in the C&PWR’s prospectus.
Discussions between the C&PWR promoters and the SER about these matters (and also regarding a more robust estimate of the costs of constructing the line) continued through into November 1877. On 31 October Watkin wrote to Gathorne-Hardy with the good news that the SER board had instructed their law clerk to prepare the working agreement for the line, but he also asked to be supplied with details about the state of the C&PWR’s “subscription list” (i.e. how much had actually been signed-up for, so far, by residents in the district) and “whether I may assure my Board that the remainder of the capital is certain to be found”[20]. The response from the promoters of the C&PWR seems to have been that they could not make progress on obtaining assurances regarding the raising of the non-SER portion of the share capital until the SER had provided a formal clarification of the terms under which its £50,000 would be put into the enterprise. The SER board meeting of 15 November 1877 was told that the C&PWR`s solicitors: “were anxious that the [SER] Board should pass a resolution which might be communicated to the public defining the terms upon which this Company had authorised a subscription of £50,000 to the capital.” The board minutes continue: “The Board directors disapproved of the proposal to pass such a resolution, and instructed the Law Clerk to do nothing further except to ask the Company Secretary to submit a draft agreement for the consideration of the Board”[21]. It will be recalled that this was a time of particularly acute tension around the SER board-table (see Owen E. Covick, “Wakin’s Struggle at the S.E.R. Board 1876-79, and R.W. Perks”). All eleven SER board members were present on this day, and it is possible that Watkin would have preferred an outcome more in line with the C&PWR promoters’ request, but could not obtain majority support for that.
The C&PWR promoters nevertheless managed to put a positive `spin` on that outcome. The Folkestone Express of 24 November 1877 (p. 8) reported on a meeting of the C&PWR directors held during the preceding week: “It is understood that the solicitors to the South Eastern and the Cranbrook Companies are engaged in drawing up the agreement which provides for the payment of the £50,000 which the South Eastern Company promised to subscribe towards the expense of the undertaking. … [The C&PWR directors] decided that the engineers should be instructed to commence the setting out of the line as soon as possible, so as to be ready to begin the actual making of the railway in the spring.” A month and a half later, the Kent and Sussex Courier reported: “We are informed that the staking out of the lines [of the C&PWR] which has during the last fortnight been actively proceeded with, is completed, and the working sections are now being taken so that early in the spring everything will be in readiness for the turning of the first sod, an event which will doubtless be the occasion of considerable rejoicing in Cranbrook and the neighbourhood” (16 January 1878, p3). PR hype is clearly not a new phenomenon.
After the peace deal on the SER board brokered by Rawson had been put in place,[22] it did become possible for things to be moved along on the C&PWR front, although there was a hiccough in March 1878 when the SER’s engineer Francis Brady informed the board that he was still unable to provide a reliable estimate of the cost of constructing the line. He stated that the figure used in calculating the C&PWR`s parliamentary deposit was “no guide”, and also that he had gone over the ground himself and believed there would need to be some deviations from the route as originally projected.[23] There does not appear to be a surviving record of the figure Brady eventually came up with. But it must have been viewed as tolerable by the SER board. On 15 May 1878 the SER board gave authorization for their company’s seal to be affixed to the agreement with the promoters of the C&PWR, regarding the conditions surrounding the SER’s contribution of £50,000 of share capital into the project. And Watkin and Byng were nominated to be the two SER representatives on the C&PWR’s board.[24]
II The C&PWR hires R.W. Perks
The decision to hold the C&PWR’s first ordinary general meeting of shareholders on 29 April 1878 was no doubt made on the basis of confidence that this landmark agreement with the SER was about to be secured. At that meeting the company’s initial seven directors named in the 1877 C&PWR Act stood down, and five of them offered themselves (successfully) for re-election – leaving two vacancies to be filled by nominees of the SER. The five re-elected were J. S. Gathorne-Hardy, W.C. Morland, Edward Loyd, Edward George Hartnell, and Charles William Morland (W.C. Morland`s eldest son). All five had been members of the C&PWR deputation that met with the SER board on 30 November 1876, and all five were residents of the district to be served by the line, and men of high social standing in that district. One of the two who did not stand for re-election, George John Courthope (c.1848-1910), fits that same description. He was the son-in-law of Edward Loyd. He lived at Horsmonden, Staplehurst. He attended the company’s 29 April meeting and continued his support for the project over the years that followed. But the other director who stood down appears to have been of a quite different stamp. His departure from the C&PWR’s board, and his non-attendance at the company’s inaugural shareholders’ meeting, may be a sign that the scheme’s original `true` financial backers had developed `cold feet`.
Of the seven men named in the C&PWR`s 1877 Act as the “company to be incorporated” (and to become the company’s initial board of directors) Arthur Campbell-Walker (1833-1887) was the only one not to be a resident of the district to be served by the line. He is not recorded as having attended either of the public meetings which marked the launching of the scheme (see above), and he was not a member of the C&PWR deputation that met with the SER board on 30 November 1876. In August 1878 his name was published in the prospectus for The Preston Tramways Company as one of the three directors of that enterprise.[25] The prospectus cited him as being “F.R.G.S., Director of Cranbrook and Paddock Wood Railway” – despite his having ceased to hold that latter post two and a half months earlier. In December 1878 Campbell-Walker was named in the parliamentary notice for the Cheltenham Tramways as being one of the initial directors of that company.[26] In March 1879, the prospectus for the “City of Brunswick Tramways Company (Limited)” cited him as a director of that company, and as being Chairman of the Preston Tramways company.[27] A year later he was recorded as being a member of “The Tramways Share Investment Company (Limited)” with his address given as “9 Draper`s gardens, Throgmorton Street, E.C.”[28]. His later company directorships included: The Beverley Waterworks Company; The London and Provincial House, Land, Mortgage and Investment Company (Limited); The Jablochkoff Electric Light and Power Company (Limited); The Long-Distance Telephone Company (Limited); and The Brighton District Tramways Company.[29] As a young man, Campbell-Walker had had a distinguished military career, seeing action in the Crimea and at the siege of Lucknow. Neither he nor any members of his immediate family appear to have had any connections with the district to be served by the C&PWR. After the death of his first wife (at the age of 30) in 1874, Campbell-Walker’s four young sons were brought up in the household of his widowed mother-in-law in Walton-on-Thames, which seems to be where he himself resided, when not at the Army and Navy Club. In 1876, a book he had written was published and sold well: “The Correct Card: A Whist Catechism”.[30] Unless I have missed something, Campbell-Walker definitely appears to have been `the odd man out` among the seven initial directors of the C&PWR, the others all looking totally convincing as having taken on the role from a public-spirited enthusiasm for the promotion of economic development in the Cranbrook area.
My hypothesis is that the roots of the 1876 C&PWR scheme were talks that had taken place between W.F. Butler, A.C. Pain, and London-based financiers concerning the circumstances under which the latter might be willing to commit themselves to `finding finance` for Light Railway projects other than urban tramways, or lines designed to serve collieries and like `industrial` purposes. By the word `finding finance` here, I mean two things: the most important being underwriting (or `finding` underwriters for) a significant quantum of a public issue of shares in such a project, – while at the same time taking a commission on shares actually allotted to `the public` through that public offering. `Finding finance` might also include some additional services: `finding` a contractor willing to accept fully-paid shares in the project for a portion of the agreed charges for the construction work; `finding` parties willing to sign loan agreements with banks for the latter to lend government bonds to form the scheme`s parliamentary deposit; and possibly finding some money from the financiers’ own pockets to make advances (conditionally) towards preliminary-stage legal costs, engineers’ fees etc. Under my hypothesis, one of the pre-conditions insisted on by the financiers would have been that the project could plausibly be presented, both while its Bill was going through Parliament, and then later to the investing public, as “a local initiative” supported by worthy men of substance in the district to be served. (i.e. the role of the financiers should not be made public). But a second pre-condition would have been that at least one nominee of the financiers should sit on the board: hence a role in the C&PWR scheme for Campbell-Walker. He may have been a “true believer” in Light Railways. He may have been in it simply for the directors’ fees.
From what J.S Gathorne-Hardy told the C&PWR shareholders at the company’s general meeting of 29 April 1878, it seems clear that two features of the agreement then about to be signed-off upon with the SER stood out as being particularly significant. One was the quantum of non-SER share capital that would need to be subscribed for before the SER actually committed itself to injecting any equity funding into the venture at all. The second was a condition as to the source of those subscriptions. The Sussex Advertiser (4 May 1878, p. 2) reported Gathorne-Hardy saying: “before the line would be commenced it would be necessary to subscribe an aggregate sum of £25,000 in the district”. According to the report in the probably more authoritative Herepath`s Railway Journal (18 May 1878, p. 549), Gathorne-Hardy: “announced that the line would be commenced as soon as £25,000 was subscribed in the district, as the [SER] would then provide a similar amount”. This restriction as to the geographic source of half the non-SER portion of the C&PWR`s share capital looks as if it would have made it very difficult for a prospectus to be issued offering shares in the company to the public in general, until after that condition had been met. And that could produce a `Catch 22` situation: no way of getting-in £25,000 worth of local subscriptions without firm assurances that the other £25,000 was going to materialize; and no way of getting-in subscriptions for the `non-local` £25,000 worth of the shares without prior confirmation that the `local` tranche had been fully taken-up. Could this have been precisely the result Watkin`s adversaries on the SER board viewed as desirable?
There is no reason to doubt that Gathorne-Hardy had acted in good faith to negotiate the best deal he could with the SER. And he attempted to put a good gloss on the situation at the C&PWR meeting. According to the Sussex Advertiser, he said: “Half of this [£25,000] was already in hand, so that only about £12,000 required now to be raised. His father would subscribe another £1000 and he hoped by putting their shoulders to the wheel this great local desideratum would be at once ensured”. Herepath’s account of the arithmetic was subtly different, reporting Gathorne-Hardy as having said: “Ten or eleven thousand pounds had already been subscribed” (loc.cit). Subsequent developments suggest that even that lower figure probably included a significant volume of subscriptions which were in fact `conditional subscriptions` of various types. When the SER moved to buy-out all the non-SER shares in the C&PWR in April 1882, Perks was recorded as stating that the total number of shares that had been issued by the C&PWR had been 745.[31] Of that total the two biggest holdings were those of Gathorne-Hardy (with 100), and Edward Loyd (with 50).
The available evidence suggests that it was probably around this time (April/May 1878) that Gathorne-Hardy approached R.W. Perks for advice on what steps the C&PWR board should take to tackle the challenges confronting the company. The departure of Campbell-Walker from the board, combined with the fact that no direct substitute for him was elected a director at the 29 April general meeting, might signify that a `vacancy` had emerged in terms of the provision of advice on matters of practical finance and the legal technicalities pertaining thereto. Whether this was a case of the C&PWR’s previous advisers on such matters having run out of confidence in Gathorne-Hardy`s leadership of the company, or of Gathorne-Hardy’s having run out of confidence in them is not clear. But something shifted markedly in this period. On 11 July Watkin informed the SER board that Gathorne-Hardy had told him the C&PWR was in difficulties “raising their portion of the capital”, and that he wished to meet with the SER board to explain the situation.[32] A special meeting of the SER board was scheduled for 18 July, to meet a deputation from the C&PWR. Gathorne-Hardy led that deputation. R.W. Perks appears to have been given the role of spokesman for the C&PWR, presenting the company’s case that the SER needed to give additional visible support to the scheme, – and making that presentation with a forceful display of advocacy.[33]
III Why did the C&PWR hire R.W. Perks?
How did Gathorne-Hardy come to entrust such duties to Perks? According to the Denis Crane 1909 biography of Perks, it was a recommendation made by George Sholto Gordon Douglas-Pennant (1836-1907), who in 1886 succeeded his father to the title Lord Penrhyn, that had set the ball rolling.[34] Douglas-Pennant was M.P. for Caernarvonshire, and had been impressed with Perks’s skills in practical finance and the law, and also as a negotiator, in successfully steering through its required stages a scheme that took the Conway Suspension Bridge out of ownership by the British Government at Westminster, and placed it under local government control in North Wales. That paved the way for a phasing out of the onerous tolls that had up until then been imposed on users of the bridge, and which were viewed as acting as a brake on the economic development of Llandudno, and the adjacent coastal areas. To quote the Crane biography: “Lord Penrhyn … recommended Sir Robert to the Marquess of Bristol, who was connected with some railway projects in the Eastern Counties. …[These] friendly associations with Lord Penrhyn [also] brought him into contact with another well-known Conservative peer, Lord Cranbrook. In the summer [of 1878] it fell to Sir Robert’s lot to introduce to the South-Eastern Railway Board a deputation of the Cranbrook Railway to protest against the action of Sir Edward Watkin`s company. His language on the occasion is said to have been more forceful than convincing…”.[35] The account provided in Perks’s `Notes for an Autobiography` includes some additional details, and these help to clarify the timing of the relevant stages in the story:
“Lord Penrhyn and his son were so satisfied with what I had done at Conway that they shortly after recommended me to two of their friends in the House of Lords. One was Lord Cranbrook and the other was the Marquis of Bristol. This led to my employment for the then projected Cranbrook Railway. …The Marquis employed me to help him with a perfectly hopeless railway scheme in the Eastern Counties, with which he had rather unwisely got mixed up. … The Marquis of Bristol, comparing notes with his friend Lord Cranbrook, found that he also was in some trouble about a projected local railway, which trespassed on the domain of the South Eastern Railway… I was engaged by Lord Cranbrook as the lawyer for this project. A deputation of the local magnates to the South Eastern Railway Board was arranged, and the task of stating the case for the new railway was imposed on me.[36]
The sequence of events, as described by Perks here, runs from success with the Conway bridge scheme to working on the Marquis of Bristol`s scheme, and from that to being engaged by Gathorne-Hardy (and his father Lord Cranbrook) to help with the C&PWR. The Conway bridge scheme ran into what might be described as `turbulence` during January 1878, in the form of resistance from H.M. Treasury. And it would appear that it was during February and into March 1878 that the main part of the joint work put in by Perks and Douglas-Pennant that ensured the eventual success of the scheme took place. The North Wales Chronicle of 23 February 1878 published an editorial (at p. 5) praising Douglas-Pennant’s work: “Mr. Pennant has had several interviews not only with Lord Redesdale but the Treasury also, with the object of securing the much-needed concession, and his influence and his advocacy, we rejoice to know, have hitherto proved successful. There is to-day a fair prospect of the Suspension bridge passing into the hands of the municipal authorities of Conway, and as a result of the transfer the tolls will be reduced and an impetus given to the prosperity of the locality.” On 13 March 1878, two letters from Perks were tabled at the Conway Corporation’s meeting. In one he reported that the Government had promised to support the Conway Suspension Bridge Bill. In the other he reported the successful conclusion of an agreement with the London And North Western Railway (LNWR) regarding arrangements for their support for the scheme.[37] Both of these breakthroughs had required rejigging to some of the financial aspects of the scheme. And it seems reasonable to assume that Douglas-Pennant had been impressed by Perks’s ability to carry-through these `running-repairs`. In his speech at the ceremonial transfer of the ownership of the bridge later that year, Douglas-Pennant said: “Without the untiring efforts of Mr. R.W. Perks he felt that the Bill would not have been passed”.[38] Although Douglas-Pennant had probably developed a positive view of Perks’s talents on the basis of his earlier work on the scheme, it seems unlikely that he would have made a strong personal recommendation to the Marquis of Bristol until he felt confident that the additional work of February/March 1878 was going to prove successful.
IV R.W. Perks and the Ely and Bury St Edmunds (Light) Railway
Perks did not give the name of the Marquis of Bristol’s “perfectly hopeless railway scheme”, but it seems clear that it was The Ely and Bury St. Edmunds (Light) Railway. The E&BSELR scheme and the C&PWR bore a number of similarities to one another. Both were conceived of as `Light Railways` to provide connecting services with Britain’s system of ‘standard’ (or ‘ordinary’) lines for country areas not directly served by existing `ordinary` railways. W.F. Butler and A.C. Pain were the engineers for both schemes, and had argued that in both cases the amount of traffic that could reasonably be expected for railway services into these country areas would be unlikely to justify the capital outlays required for constructing the connections up to the standards of `ordinary` lines, but would be sufficient to justify the lower capital outlays of construction to `Light Railway` standards only. For the E&BSELR, the district to be served was the town of Milldenhall in north-western Suffolk, and the areas spreading both eastwards and westwards from that town. Both schemes were authorised by Parliament to raise the same amount of share capital (£100,000), and in both cases Pain and Butler urged that if landowners would accept modest prices for the required land, and if local residents would subscribe sufficient share capital to allow construction to be started, there would be no problems in raising the rest of the required capital from outside investors. At the first general meeting of the E&BSELR, Pain said he: “did not think it desirable to commence the line till at least £10,000 had been received in cash. When that amount was subscribed, they would advise that directions should be given to the solicitors to buy the land required, and – it having been shown that the line was wanted in the locality – they could go to London and raise the remainder of the capital”.[39]
During that same meeting the Marquis of Bristol stated that he was happy to take payment for his land in the form of fully-paid shares in the company, and also that he was happy to increase his subscription for `cash` shares from 20 to 25 (of £10 each). But he resisted calls for him to join the board of directors of the venture. Four of the six initial directors named in the E&BSELR’s Act were re-elected to the board at the meeting. All were landowners in the district, and all volunteered to take at least half of payments for their land in the form of shares in the company. The two `new` directors elected were also residents of the district to be served by the line, and also men of recognized social standing in the area.
There was a notable difference between the two schemes, however. Whereas the promoters of the C&PWR had met with success (of a kind!) in their efforts to have the neighbouring SER take the scheme into its embrace, equivalent overtures to the Great Eastern Railway by the promoters of the E&BSELR were shunned. This was probably a double-edged sword. Opposition from the GER interests meant the costs incurred by the E&BSELR in obtaining its Act of Parliament were substantially greater than the costs of the (unopposed) C&PWR Act. And being able to boast of the support the SER had agreed to make to the C&PWR ought to have made it easier to persuade private individuals to stump-up some of their financial resources to support that scheme, other things being equal. But for the promoters of the E&BSELR, there was the `upside` of being able to go about making decisions on how to raise finance for their scheme without the GER breathing down their necks, and telling them they should do things `this way` and not `that way`.
The promoters of the E&BSELR succeeded in obtaining a much greater volume of subscriptions for shares in their scheme than was the case with the C&PWR, but there was still a significant shortfall from the benchmark that had been prescribed by Pain and Butler. By September 1877, the total amount subscribed for in `cash` shares in the E&BSELR stood at £7290, and the board sought shareholder approval for the pursuit of a fall-back `half-way house` strategy. This involved signing-up a contractor to construct the eight-mile segment of the line running west from Mildenhall to Soham (to connect there with an `ordinary` railway being constructed between Ely and Newmarket); paying for that contract with a mix of fully-paid shares (£10,000), debentures (£10,000) and cash (£20,000); and raising at least some of the new money necessary to carry through this arrangement on a `sign-now, pay later`, basis described as “provisional shares” in the E&BSLR. These “provisional shares” were to have the novel feature that “no call would have to be paid until the section from Soham to Mildenhall was constructed and open for traffic”.[40]
The E&BSELR shareholders acquiesced to this proposed strategy, but something must have gone wrong regarding the initiative. No additional shares were allotted during the next six months, and no construction work was commenced. One possibility is that the public offer failed to attract sufficient subscriptions to justify going to allotment, and there were clauses allowing the contractor to pull out of the construction contract if allotments under the public offer did not surpass a defined threshold by a defined date. Another possibility is that the legal detail underlying some of the features of the strategy may have turned out not to stand up to close scrutiny. The solicitor who had shepherded the E&BSELR through its formative phases (James Read) had died on 19 February 1876, and the company does not appear to have made any formal appointment of a replacement for him. I have not been able to find any press reports of the E&BSELR`s activities during the latter part of 1877 and early 1878, nor anything on the half-yearly general meeting that was due to have been held in February 1878. All of the company’s preceding four general meetings had been reported upon in the Bury and Norwich Post, usually at some length. Perhaps the press were not invited to the February 1878 meeting – the directors having formed the view that there was likely to be a total absence of any `good news` to be reported?
If it was in the wake of that shareholders` meeting that either the Marquis of Bristol or his son Lord Francis Hervey (1846-1931), MP for Bury St. Edmunds, mentioned to Douglas-Pennant the woes being experienced by the E&BSELR scheme, that would match the time that Douglas-Pennant was likely to have become sufficiently confident in his assessment of Perks`s talents, for him to suggest Perks as a possible source of help. By 21 May 1878 the firm of “Corser, Fowler and Perks” had been appointed the solicitors to the E&BSELR, and a new rescue plan for the scheme had been endorsed by a majority of the company’s directors. A special general meeting of the E&BSELR was called for 10 June 1878 to put this new plan before the company’s shareholders.[41] Both Perks and his partner H.H. Fowler attended that meeting.[42] The first item on the agenda was the acceptance of the resignations of two of the founding directors of the company, and the election of the Marquis of Bristol and Lord Francis Hervey to take their places. The two who stood down were the company’s erstwhile chairman, the Rev. Robert Gwilt, and his brother-in-law Charles Edward Gibbs. The Marquis of Bristol became the company’s new chairman.
The meeting went on to give approval to a new rescue plan. It would be the same contractor as had been signed-up in autumn 1877 who would build the line, William Francis Lawrence (c1826-1895), but his contract would now be to connect Mildenhall with the country’s `ordinary` railway system both at Soham to the west, and at a point two miles north of Bury St. Edmunds to the east. (The E&BSELR`s Act gave it running powers from Soham to Ely, and over that last two miles into Bury St. Edmunds). The arrangements for finding the money to carry out this more ambitious construction task were much more complex than the approach which had been tried the preceding autumn. The fine detail of these arrangements appears to have been settled at a special board meeting held at Lord Francis Hervey’s London residence on 18 June.[43] Five of the company’s six directors attended that meeting, and it was only their names which appeared in the prospectus which was published widely across Britain’s newspapers (both London and provincial) during mid-July. Whether that means the sixth director was uncomfortable with the financial complexity of the arrangements, I do not know.
This July 1878 prospectus required subscribing investors to hand over their money in full, either on allotment or in instalments to be completed by 15 October 1878. To entice subscriptions on this basis, investors were promised they would receive `interest` on the money thus handed over, at the rate of 5 per cent per year (paid half-yearly in February and August), for a guaranteed period of five years (to July 1883). It would not have been legal for the E&BSELR company itself to pay such `interest` to its shareholders during the construction phase, or to pay them more than the railway’s net revenues would cover during the period after opening for services. That is where the financial complexities came in. Contracts had been signed between four entities: the E&BSELR; W.F. Lawrence; a London-based financial company called “The British Mutual Investment Company Limited”; and a special-purpose trust with three trustees – the Marquis of Bristol, Lord Francis Hervey, and a third E&BSELR director, Isaac H Wilkinson. The British Mutual Investment Company would subscribe for and be allotted all the 9271 shares (of £10 each) in the E&BSELR that had not been allotted up to mid-1877. What the prospectus was inviting investors to subscribe for was not actually shares in the E&BSELR, but pieces of paper issued by the British Mutual Investment Company (BMIC) representing `claims` on the E&BSELR shares sitting in the safes of the BMIC. Some portion of the money handed to the BMIC by the investors would be handed over to the three trustees of the special purpose trust. Out of that trust fund would be paid the five years of `interest` payments promised to the investors, and the three trustees guaranteed that those promised payments would be made. One further step was necessary in order to render this apparatus legal. The board of the E&BSELR could not simply watch the BMIC deflecting a portion of the money that ought to be paid to the railway company on the 9271 shares, and handing it instead to the three trustees. But the board could legally sign-up to a contract with W.F. Lawrence for the construction of the railway, which embodied a much higher `profit-margin` for Lawrence than was the prevailing norm, knowing that Lawrence had agreed to pay to the BMIC (out of that `profit-margin`) the money it needed to put under the control of the trustees. What Lawrence (or any other railway contractor) chose to do with his `hard-earned` profits was not subject to the types of government regulation which constrained the financial decision-making of statutory railway companies in various ways during this period.
The prospectus as published in the newspapers was silent as to whether Lawrence had agreed to underwrite a portion of the BMIC offer, and whether E&BSELR debentures were to be issued to him as part of his remuneration for constructing the line. But it did contain the usual statement that some additional documentation was available for examination at the offices of the E&BSELR’s solicitors “Messrs. Corser, Fowler and Perks”, in London and Wolverhampton.[44] The purpose behind all the complexity and lack of transparency in the arrangements seems fairly straightforward. People with only modest wealth, and viewing themselves as unsophisticated in finance, tend to shy away from putting money into shares in newly-formed `start-up` companies – unless they get enjoyment from the `thrills of the ride` from that practice. But making them an offer that looks as if it is a traditional fixed-interest security for the `foreseeable` future (five years in this case), which then transforms itself into a share in a company that by then has become fully operational and has overcome any `teething-troubles`, might be a recipe for encouraging them to sign up. For this to work, you need enough of the targeted readers of the prospectus to lack access to financial advisors willing to explain to them the underlying reality: for each £100 of your money that you hand over, something like £25 is handed back to you in regular instalments, and only the remaining £75 (minus various admin. costs and `commissions` etc.) is used to build a railway. That railway is guaranteed to earn zero traffic revenue for almost two years, and then an essentially unpredictable revenue beyond that – depending largely on whether the railway brings prosperity to Mildenhall, or whether the town continues to shrink in population. In the event that the annual net operating revenue from year five onwards does prove sufficient to cover interest costs on the E&BSELR’s debentures, and leave a sum available for paying a dividend on the company’s share capital, the dividend rate per share will be substantially below the level it could have been, had not so much of the face-value of each share been handed back to its holder “out of capital” during years one to five. You cannot eat (some of) your cake and have it too.
In order to safeguard potentially vulnerable small investors from the pitfalls of promises of `interest income` on their shares, which in reality were promises of payments handing-back some capital, Standing Order 167 had been put into force in 1848. This Standing Order was intended to prevent any Railway Company Bill obtaining Parliamentary approval unless it specifically contained clauses designed to block the company from making payments of that type. But by 1878, the device of the contractor being represented as the source of the payments (rather than the Railway Company itself) had become a fairly common tactic for attempting to sidestep the constraints provided through Standing Order 167. Matters were eventually brought to a head in early 1881 when the attempt by the Hull and Barnsley Railway’s directors to use the tactic was found to have been legally unsound – but that is another story, best left to be told in a paper on the later exploits of R.W. Perks. Suffice it to say here that there were no challenges to the legal soundness of the E&BSELR’s July 1878 prospectus. And when the Hull & Barnsley case led to a Parliamentary Select Committee being appointed to look into the case of those arguing for abandoning (or substantially diluting) Standing Order 167, both Perks and Watkin appeared before that committee and gave evidence to the effect that S.O. 167 should neither be abandoned nor substantially diluted. (See House of Commons Parliamentary Papers, 1882 (196) XIII. 635). The contrast between Perks’s evidence to the 1881 Select Committee, and his support of the E&BSELR`s July 1878 prospectus may suggest that the client’s interests came first in Perks’s ranking of priorities – provided of course that no letter of the law was transgressed.[45]
V The C&PWR and the Board Struggle at the SER
Newspaper publication of the E&BSELR prospectus commenced on the morning of 17 July 1878, and it was on the following day that Perks accompanied J.S. Gathorne-Hardy and the deputation from the C&PWR to meet with the board of the SER at London Bridge station. It appears that Perks’s advice to Gathorne-Hardy regarding the C&PWR had taken as its starting point a proposition essentially the same as that used in the E&BSELR case: namely that persons of modest wealth and financial expertise are likely to be cautious, and to prefer the `comfort` of something that appears to resemble `money in the bank` to something that is explicitly described to them as being a company share. But both Perks and Gathorne-Hardy would have been aware that the SER would almost certainly object to an E&BSELR-style approach amounting to signing-up a contractor to construct the line at a cost sufficiently high to cover the costs of dressing-up the `sows` ears` and representing them as silk purses. The C&PWR’s relationship with the SER did, however, mean there was an opportunity to take a different, and much simpler, approach to the window-dressing challenge it faced. Might the SER, given a choice between seeing the C&PWR line being built and seeing the venture collapse, be willing to modify the terms of the operating agreement under negotiation between the two companies, so that this could be presented to potential subscribers for C&PWR shares as being a guarantee of a minimum rate of return on those shares? The SER board minutes record: “The Deputation asked if the SER would so far amend the agreement as to guarantee a minimum dividend on the capital subscribed of 3 per cent per year. The Directors promised that the matter should be considered at the next meeting of the Board.”[46]
Unfortunately for Gathorne-Hardy and his colleagues in the C&PWR, the timing meant that their proposal was soon overshadowed by the fraying (and subsequent breakdown) of the Rawson-brokered `truce` on the SER board. It had been on 15 July 1878 that Watkin sent out his circular to the SER`s shareholders raising the possibility of his exiting from the company.[47] And Knatchbull-Hugessen’s diary entry on the SER board meeting of 18 July 1878 recorded “very hot discussion about Watkin`s circular”. On 8 August 1878 the SER board agreed in principle to accept the C&PWR deputation’s request for “a 3 per cent minimum guarantee”.[48] But at the SER board meeting of 17 October 1878, further work on the matter was put into the hands of a subcommittee comprised of Mellor, Rawson and Surtees, with the SER’s Law Clerk “to take his instructions from them”.[49] From this point until the outcome of the struggle on the SER board was determined in February 1879, it was the anti-Watkin grouping on the SER board that exercised control over the SER’s relations with the C&PWR. And that grouping appears to have adopted a `go slow` on the matter. That may have been because they were lukewarm about the 8 August `in principle` decision. Or it may have been simply a case of “too many more pressing worries”.
At the C&PWR’s half-yearly general meeting of shareholders held on 31 August 1878, Gathorne-Hardy was upbeat, saying that: “the directors of the South-Eastern Railway Company had agreed to effect a guarantee of 3 per cent interest on the shares. As soon as the preliminaries were arranged the guarantee would be effected, and as the whole of the money required would then be forthcoming, the line would be at once begun”. The Sussex Advertiser’s reporter added: “The line, we are informed, will be commenced as soon as the present growing crops are off the land lying in its route” (4 September 1878, p. 4). Gathorne-Hardy’s wording suggests that Perks had assured him that once there was an appropriately signed and sealed (and legally robust) agreement committing the SER to guaranteeing a 3 per cent minimum dividend on the C&PWR’s shares, it would be straightforward to obtain reliable underwriters for a public offer of all the company’s shares that were not either earmarked to go to the SER or subscribed for by residents of the Cranbrook district. A newspaper report published some months later stated that the anti-Watkin members of the SER board had objected to that approach: “… when the arrangement [for the 3% p.a. guarantee] had to be put into legal shape the directors opposing the chairman alleged that a condition had been imposed to the effect that the Cranbrook Company should raise its capital locally in the district. This the Cranbrook directors of course refused to do, contending that no such condition had been embodied in the [SER] board’s resolution, and that as long as the capital was subscribed in a bona fide manner it was a matter of no importance whether the shares were taken up locally or, as is the case with the South-Eastern stock, subscribed all over the country. Sir Edward Watkin was unable, however, to overcome the arguments of his opponents …”.[50] The source of this report was probably Perks, and the wording is interesting in that it does not specifically deny that the Cranbrook directors had agreed that some specified minimum of the shares should be taken up locally.
The directors of the C&PWR secured a tactical victory over the anti-Watkin grouping of the SER’s directors on 31 October 1878, when the SER board accepted the suggestion that the agreement under negotiation between the two companies should be scheduled to the C&PWR’s Bill for the next session of Parliament, rather than to the SER’s Bill. For Rawson et. al. this may have seemed a simple matter of acquiescing to the C&PWR bearing responsibility for the costs. But it paved the way for Perks to exercise a much greater degree of control over the process, and the various fine points of detail. The notice for the C&PWR’s Bill, dated 13 November 1878 and published in the London Gazette of 22 November (pp. 6391-6392) dwelt mainly on eight proposed alterations to the route of the line as authorised by the Act of 1877, but also included the paragraph: “To confirm and give effect to agreements between the Company and the South-Eastern Company with respect to the working, use, management, and maintenance of the Company`s railway and undertaking, and the division and appropriation of the revenue thereof … and to authorize the South-Eastern Railway Company … to guarantee and provide for the payment of interest or dividend on all or some portion of the capital of the Company”. The notice cited two firms of solicitors for the Bill: Corser, Fowler and Perks of 147 Leadenhall street, London; and Philpott and Wood of Cranbrook (in that order).
The Gathorne-Hardy family were shareholders in the SER and voted for the pro-Watkin candidates in the February 1879 board elections. Alfred Erskine Gathorne-Hardy (1845-1918), MP for Canterbury and a younger brother of the C&PWR’s chairman, was nominated by Watkin to serve on the SER’s “shareholders committee on policy” established in the wake of those elections, and was one of the signatories of the report of that committee (see footnote 213 to the “Watkin’s Struggle” paper). With Rawson voted off the SER board, his place on the subcommittee responsible for relations with the C&PWR was filled by Knatchbull-Hugessen. Accompanied by Surtees, but not by Mellor (the third member of that subcommittee), Knatchbull-Hugessen met J.S. Gathorne-Hardy, Morland and the C&PWR’s engineers at London Bridge on 20 February 1879 to discuss the C&PWR’s Bill. At the SER board meeting of 6 March, Knatchbull-Hugessen explained the clauses he proposed the SER should support being inserted into the C&PWR Bill. Mellor dissented, and “declined” to continue to act as a member of the C&PWR subcommittee. Sir Henry Tufton, one of the newly elected `pro-Watkin` directors, was appointed in Mellor’s place, giving it a composition of two `pro-Watkin` plus Surtees. Two days later J.S. Gathorne-Hardy chaired the half-yearly general meeting of the C&PWR’s shareholders. According to the Sussex Advertiser’s report of the meeting (1 March 1879, p. 2), he told the shareholders: “the executive of the South-Eastern Railway Company had recently been in a state of chaos, in consequence of some disagreement, but he felt confident that the new executive of that line would carry out the arrangements which had been entered into in connection with the Cranbrook and Paddock Wood line”. At the end of the half-yearly meeting an extraordinary general meeting was held, at which the C&PWR shareholders gave their formal support to the directors’ pressing ahead with the company’s Bill lodged for the 1879 Parliamentary session.
On 6 May 1879, Perks gave evidence to the House of Lords Committee examining the C&PWR Bill, appearing as “Solicitor to the Promoters of the Cranbrook and Paddock Wood line”.[51] The Q.C. representing the promoters commenced his questioning: “You are aware of the difficulties which have arisen between the South Eastern Company and the Promoters of this line? A. Yes, I am thoroughly acquainted with them … The question my Lords is whether there shall be an exclusive arrangement entered into by the Cranbrook Company with the South Eastern Company”. In answer to a question put by a member of the Committee, Perks clarified where the matter at this stage stood: “…the difference really has arisen as to the way in which the line should be worked and so our tolls and receipts made up – we wish in some sense or another to have a substantial guarantee that the line will be reasonably worked, and for the purpose of doing so, we have drafted out a clause which provides that the weekly returns shall not be less than a certain amount”. The Q.C representing the SER appears to have been operating under instructions not to accept Perks’s clause, suggesting that news of the SER Board’s change of stance vis-à-vis the C&PWR had somehow not percolated through to him. Eventually the Chairman of the Committee suggested there should be a short break to allow for further negotiation on the clause. During this break, Watkin himself came and spoke with the SER’s Q.C. The matter of the clause was resolved, and the Committee approved the Bill. The Bill went on to receive Royal Assent on 27 May 1879. The SER board minutes for 21 August 1879 record that a cheque had been given to the C&PWR for £1250 to `defray` parliamentary and other charges incurred in obtaining that Act.[52] Mellor, perhaps not surprisingly, had registered his dissent from this payment at the preceding SER board meeting.
VI Watkin buys out the C&PWR Shareholders
With the matter of the SER’s 3% p.a. guarantee now enshrined in law, attention was turned to the next hurdle – securing the land-corridor for the line, at costs commensurate with those the C&PWR’s promotors believed they had been promised two years earlier. Subsequent events suggest Watkin wanted to see this hurdle cleared before supporting the C&PWR’s capital-raising prospectus being issued, and was happy for the SER to lend funds to the C&PWR to support the land purchasing (and at the same time exercise control over the prices paid). On 31 July 1879, Perks wrote to the SER: “Mr. Gathorne-Hardy wishes me to report to your Board that we have now made provisional arrangements with all the landowners for the first eight miles of the Cranbrook line for the purchase of the land at an average price of £130 per acre, with the exception of one owner. I propose as instructed by the Joint Committee personally to see the owners and obtain a reduction of some £10 to £20 per acre …”.[53] The fact that this task was entrusted to Perks may indicate that Watkin was worried that Philpott and Wood’s direct connection with the district would inhibit their pressing for a `hard bargain` with the relevant vendors. And it needs to be remembered that obtaining possession of the land required for a rail corridor was typically a more complex process than getting the owner of the land to say yes. If the land was leased out on more than very short-term leases, there was the issue of compensation to the lessees for the premature termination of their leases. If those lessees were to be persuaded to settle for less than they felt they might expect to be awarded through a process of litigation, such settlements would probably have usually taken the legal form of agreements between the lessor and the lessee, with the railway company paying to the former the sum to be passed onto the latter plus a further sum to cover the additional layer of legal costs. If there were sub-leases there would be the issue of compensation for the early termination of the sub-leases, with a corresponding ‘compounding’ of the complications just described.
On 14 April 1880 Watkin had a meeting with the promoters of the C&PWR and agreed that the SER would advance £5000 “as required” for the purchase of four properties and to pay tenants’ compensation.[54] These four properties totalled a little over 37 acres. Perks told the SER directors at their board meeting of 13 May 1880 that in the case of one of those properties, the landowner (Edward Hussey) had insisted on there being “a resolution under the Seal of the South Eastern Railway Company approving the agreement”. The SER board complied.[55] Over the following months the SER board minutes include references to various further land purchases negotiated by Perks being made by the C&PWR using monies advanced by the SER, one being a payment of £1750 to the Rev. H. Smith Marriott for an area of a little over ten and a half acres.[56] There are also references to the SER making payments to the contractor engaged by the C&PWR to construct the line, George Furness AICE (1820-1900).[57] At the general meeting of the C&PWR’s shareholders held on 7 August 1880, Gathorne-Hardy “stated that everything was progressing favourably in connection with the undertaking …and the South Eastern Railway Company, after an expenditure of from £11,000 to £12,000 on the project, were not likely to let the line remain uncompleted, especially as they seemed to have the construction of a line from Hartley to Dungeness in contemplation. They were now negotiating for the purchase of the crops on the intended route from Paddock Wood to Hartley, and if the sum asked per acre for the crops formed any index of the profits attached to farming, he thought there was no need to despair of the future in reference to agriculture (a laugh). More moderate terms, however, would have to be conceded before a purchase could be completed. He was very glad to state that the Company were negotiating for the purchase of land between Hartley and the town of Cranbrook, so that it was now pretty certain that it would not be very long before the inhabitants had railway accommodation at hand”.[58]
At some time during the course of the twelve months following this meeting, events took a turn which it is not easy to fathom. After for so long insisting that the promotors of the C&PWR should raise fifty per-cent of the company’s share capital from sources outside the SER, and that a substantial proportion of that should be raised locally, there was a shift in the stance of the SER. Watkin’s company now wanted to take up a greater than fifty per cent quantum of the C&PWR’s share capital, and was happy (indeed keen) to buy-out all the shares which had thus-far been allotted. Perhaps Gathorne-Hardy was at a loss as to how to go about attempting to explain this about-face. At the C&PWR’s half-yearly general meeting held on 27 August 1881, he resorted to reading out in full a letter from Perks:
“Dear Sir, I have the pleasure of reporting that the whole of the land notices have been served from Paddock Wood to Hartley, and that the negotiations with a view to the conveyance of the land are progressing regularly. The inability of the [SER] to proceed with the works has arisen solely from the limited power of the [SER] to subscribe to the Cranbrook undertaking. The [SER]`s subscription was limited to £50,000, a large portion of which amount has already been expended or contracted to be expended on the land. The [SER] has also purchased rails and fences. Now, however, that the [SER] Bill of this Session has become law, the Company has power to subscribe a further sum of £50,000 to the Cranbrook undertaking, and as that sum, with the borrowing powers of the company, will suffice to construct the lines, I trust there will be no further serious delay. I think, however, that as a preliminary the [SER] will wish some arrangement made as to the transfer of the Cranbrook undertaking, as it is not probable that the [SER] will expend its moneys without having absolute possession or control. Perhaps your Board will authorize you to make some arrangements on their behalf. I am sir, yours faithfully …”.[59]
The press reports of this meeting suggest that there was no discussion of Perks’s letter. It was simply agreed that three of the C&PWR’s shareholders should act with Gathorne-Hardy in the negotiations with the SER, and the meeting “terminated with a vote of thanks to the chairman”.[60] The question of what might have lain behind the SER’s about-face on this matter is considered further below.
On 18 April 1882 Perks wrote to the SER’s manager, John Shaw, setting out the details of the arrangements proposed for giving effect to the SER buy-out. Perks stated that the total number of shares that had been allotted in the C&PWR Company was 745.[61] From the “Railway Returns” as published in the British Parliamentary Papers, it would appear that the total amount which the shareholders had paid into the company on these shares was £3,302, suggesting that on the great bulk of these nominally £10 shares no more than £4 had been paid-up. These figures may seem surprising in the context of Gathorne-Hardy’s April 1878 statement that over £11,000 of C&PWR share capital had been subscribed by that date. That serves to underline the importance of recognizing the potential for `subtleties` in the use of the term ‘subscribed’ (see p. 9 above). All of that £3,302 that had come in had been spent. The C&PWR’s Parliamentary deposit had been lodged using borrowed money and those borrowings were still outstanding. And the company was also sitting on ‘outstanding accounts’ totalling a little over £3,808, with this figure excluding those liabilities for land purchases etc., incurred under the programme which the SER had authorised Perks to conduct. To interpret that `outstanding accounts` figure, it is useful to bear in mind some other `subtleties` commonly employed in this period in the promotion of ventures such as the C&PWR. Those supplying services essential for securing passage of an Act of Parliament for a new railway scheme (including surveying, engineering, legal, and secretarial services, printing etc.) were often happy to volunteer to defer submitting the bills for all but an agreed portion of their charges until the venture had obtained its Act and `found its feet` financially. Persons signed-up to be advertised as directors were also often happy to defer receipt of the full amount promised in directors’ fees. Implicit in such arrangements was an understanding that there should be a reward for such patience, and also for taking-on the risk that failure of the scheme might lead to the deferred element not being paid at all. That reward would be delivered through the turning of a blind eye to an element of `over-charging` being apparent in the sums paid when payment day arrived. Much of the £3808 of `outstanding accounts` referred to in Perks’s April 1882 letter had probably come into being through processes such as these, possibly added to by similar deferred payment terms being associated with the premature commencement in February 1879 of work on the building of the C&PWR’s line.
Perks’s letter indicates that Watkin had insisted on two conditions in the agreement for the SER to buy-out of the C&PWR. Firstly, the SER would provide £2250 and no more towards settling the £3808 of outstanding claims on the C&PWR. If the promoters could not persuade the claimants to settle within that ceiling, they would need to find the money from sources other than the SER. Secondly the buy-out needed to be total. The SER would not pay out to the shareholders who were willing to sell if there were any others `holding-out` to retain their C&PWR shares. The mechanism proposed in Perks’s letter for the delivery of the agreement tied the two conditions together and made the process a two-stage one. In the first stage the shares would be transferred into the joint names of Gathorne-Hardy and Perks, those two acting as trustees. When all the shares had been thus transferred, the SER would hand over the £2250 to the C&PWR. And after that the shares would be transferred into the ownership of the SER, and their erstwhile holders provided with the agreed purchase money. Perks’s proposals were approved by the SER board at its meeting of 11 May 1882.[62] At the board meeting held on 17 August 1882, it was reported that the buy-out process had been fully completed. The minutes of this meeting record that the number of shareholders in the C&PWR immediately prior to the takeover had been 68, and list their names and the size of their holdings.[63]
During the period between the SER making its offer of a full buy-out of the C&PWR and the consummation of that buy-out, Perks navigated a third C&PWR Act through Parliament. The London Gazette notice for the Bill was dated 15 November 1881, and published on 25 November 1881 (pp. 6417-6418). The Act obtained Royal Assent on 12 July 1882. The SER paid the costs of obtaining this Act, with its board authorizing the payment in full of Perks’s account (for £482 3s 10d) at its meeting held on 26 October 1882. This was on top of payment of the Parliamentary Agent’s bill for £269 10s.,[64] and payment of the £1475 Parliamentary Deposit required for the Bill.[65] This Act provided for an extension until August 1884 in the period authorised for the completion of the railway (originally set at August 1882), and also provided for a physical extension of the line to Hawkhurst, about three miles to the south of Cranbrook. This extension to Hawkhurst had been described in the notice published in the London Gazette of 25 November 1881 as “commencing … by a junction with the Company’s authorised Railway” (p.6147), leaving the question open as to whether the `stub` into Cranbrook would be constructed, or whether the station to serve Cranbrook would be located at the village of Hartley, immediately to the south-west of Cranbrook – where the extension to Hawkhurst was to commence. But the fact that no attempt was made to increase the capital-raising powers of the C&PWR in its 1882 Act may have conveyed a hint that construction of that `stub` should not be expected to take any particularly high ranking in the company’s priorities. In the event, no work on constructing that `stub` was ever commenced, and the line from Paddock Wood to Hawkhurst, from fairly soon after the time that it commenced to operate, came to be known as “The Hawkhurst Branch Line”.
VII The C&PWR and the Dungeness scheme
The motivation for relocating the proposed southern terminus of the C&PWR from Cranbrook to Hawkhurst has usually been described in terms of reducing capital costs. Peter Harding, in his The Hawkhurst Branch Line (first published 1982, with revised editions in 1998 and 2016), wrote: “The original plan was for the line to run through Hartley into Cranbrook, hence the title of the company. Unfortunately, several landowners demanded too much money so it was decided to deviate the line from Hartley (which would become Cranbrook station) to Hawkhurst” (p. 4 of 2016 edition). But cost saving may not have been the principal motivation behind that decision. It has been noted above that at the C&PWR’s general meeting of shareholders held on 7 August 1880 Gathorne-Hardy had referred to the SER contemplating the construction of “a line from Hartley to Dungeness”. There is evidence for believing that the route being contemplated by the SER at that stage was from Hartley to Hawkhurst, then eastwards to Tenterden, and on via Appledore and Lydd to Dungeness. The Kent & Sussex Courier of 28 May 1880 (at p7) had published a report under the heading “Tenterden”. This read:
“A few days since a numerously attended and influential meeting was held at Heronden Hall, Tenterden … to consider a scheme for providing railway accommodation for the Weald of Kent and Romney Marsh. Mr. [William Pomfret] Burra presided… It was understood that the proposal, originating with some of the owners of property in the neighbourhood of Hawkhurst, was for a line commencing by a junction with the Cranbrook and Paddock Wood Railway, and from thence going about two miles in a southerly direction to Hawkhurst, and thence turning towards the east, and then following the Rother levels past Rolvenden, Tenterden, Appledore, and Lydd to Dungeness …”
The Thanet Advertiser of 5 June 1880 (at p2) gave more details of this scheme:
“It seems that the South-Eastern Railway Company seriously contemplate removing their steam packet service from Folkestone, and running steamers of the largest size and power from a new deep water harbour in the East Bay of Dungeness, where there already exists almost a natural harbour, with a depth of water sufficient to float ships of the heaviest tonnage. Engineers have been surveying the course of the new line in connection with the harbour. It will be taken from Dungeness to Appledore. From thence the line is to run to Pick Hill, about a mile from Tenterden, and thence, after passing through a tunnel 400 yards in length, it will join the Paddock Wood and Cranbrook line at Hartley, and then there will be a direct and short route from London to the coast…”
Watkin had in the early 1870s taken a serious interest in the idea of building a port at Dungeness, and establishing a new cross-channel steamer service between there and Treport, about 15 miles to the east of Dieppe. But his colleagues on the board of the SER were not enthusiastic and the idea was shelved.[66] Following the defeat of the anti-Watkin grouping in the February 1879 SER board elections, and Watkin’s consolidation of his victory during the months that followed, this idea was revived. Perks was sent on the first of a series of fact-finding visits to Treport in September 1879. And on 4 June 1880, Watkin raised the matter at a meeting in London with J.S. Forbes of the London, Chatham and Dover Railway and representatives of the operator of the lines on the French side of the Channel, the Nord Railway. Forbes was against the idea, but Watkin appears to have taken the response from the Nord representatives as encouragement for the SER to proceed further with scoping, feasibility, and costing work etc. on the scheme.[67] On 7 June 1880 Perks wrote a letter marked “Private” to Watkin, which Watkin read to the SER board meeting held three days later.
“Dear Sir, my clients are prepared at once to proceed with the purchase of lands and to obtain parliamentary powers for the construction of a railway from the South Eastern line at or near Appledore to deep water at Dungeness provided that when made to the satisfaction of your Board, your Company agree to work the line at 50% and to guarantee a minimum interest which should not exceed £3,000 per year. Ten acres of land will be provided for Station accommodation and the Harbour works are to be constructed at the cost of the South Eastern Railway Company. If your Board approve this proposal, I am ready to buy the land at once. Yours truly …”
The SER board resolved to make an agreement on the terms proposed in Perks`s letter, and to recommend to the company’s shareholders that it be confirmed.[68] Perks succeeded in obtaining parliamentary powers to build the line from Appledore to Dungeness through the Lydd Railway Act of 8 April 1881, and construction of the line then proceeded rapidly. The line opened on 7 December 1881. (For more on Perks and the Lydd Railway, see pp. 10-12 of Owen Covick, “Mapping the career of a businessman who was an `independent operator` and who left no substantial papers: the case of Sir R.W. Perks 1849-1934”, Paper presented to the 2005 Conference of the Association of Business Historians, Glasgow, May 2005.)
In Watkin’s vision of the SER establishing a new route for cross channel traffic via Dungeness and Treport, there was clearly a need for a new, and more direct, connection between Appledore and the SER’s existing main line from London to Folkestone. According to the newspaper reports published in May and June 1880 referred to earlier, the corridor from Paddock Wood to Hartley was at that time under serious consideration for the role of being the first leg at the northern end of that new connection. As part of that `serious consideration`, one would expect Watkin to have wanted a number of questions to be explored regarding the C&PWR, including: would it be wise to go ahead with supporting the construction of the C&PWR on a minimal engineering standards basis, and as a single-track line not expected to be converted to double-track in the foreseeable future? and would it be wise to go ahead with the plan for the C&PWR’s terminus facilities to be located close to the centre of Cranbrook – possibly creating headaches for extending eastwards to Tenterden? The exploration of the first of those questions may have prompted the decision to seek parliamentary authorization for an increase in the maximum sum the SER could subscribe “towards the undertaking of the [C&PWR]” (flagged in the London Gazette of 26 November 1880, at p6287). Exploration of the second question may have prompted the decision that the C&PWR should seek powers to construct a `branch` from Hartley to Hawkhurst. It would be interesting to check if surviving records regarding Perks’s land-purchasing programme along the Paddock Wood to Hartley corridor indicate whether a wider corridor was being purchased than was warranted for the single-track layout authorised in the C&PWR’s Acts.
On Friday 27 May 1881 Perks met with the Railway Committee of the Tenterden Borough Council, at the Woolpack Hotel, Tenterden. The report of the meeting published in the Folkestone Express, Sandgate, Shorncliffe & Hythe Advertiser of 28 May 1881 (p. 7) described Perks as “Mr. Purks (sic), solicitor to the South Eastern [Railway] Company”, and stated that he “laid a plan of the route agreed to by the company before the committee”. But the only information about the plan contained in this report was: “The plan makes the station in Place-house field, and continues the line across the high-road at the east end of Golden Square and over the ground between East Cross and the British schools”.
In the London Gazette of 25 November 1881 (at pp. 6163-6165), a notice was published announcing that the Lydd Railway Company intended to apply to Parliament to bring in a Bill for the 1882 session. This notice was dated 15 November 1881 and cited R.W. Perks as the solicitor for the proposed Bill. Among the Bill`s purposes, as listed in this notice, was to obtain authorization for the Lydd Railway to extend its line from Appledore to Tenterden and also to erect refreshment rooms and a hotel there “and to furnish, stock, manage and conduct the same and the business thereof”. But there is no mention in this notice of extending beyond Tenterden in the direction of Hawkhurst. Rather, powers were to be sought to extend northwards from Tenterden to connect with the SER’s main line at Headcorn. It would seem from this notice that the syndicate Perks had assembled to finance the construction of the Appledore to Dungeness line were unenthusiastic about putting their hands in their pockets to fund the building of the Hawkhurst to Tenterden segment of Watkin’s `grand vision` for the Dungeness-Treport cross-channel route. Watkin may have been hoping that another group might come together and offer to make the running regarding connecting Hawkhurst to Tenterden. But I have not, up to the time of writing, discovered any press reports from late 1881 or 1882 suggesting that a line from Hawkhurst to Tenterden was receiving any active consideration during this period.
In late February 1882, Perks attended a dinner held in Tenterden by the Tenterden Tradesmen’s Club. This function was chaired by William Pomfret Burra, who had presided at the May 1880 meeting in Tenterden at which a line connecting from Hawkhurst to Tenterden had been discussed (see above). On this occasion, however, he proposed a toast of “Success to the Headcorn, Tenterden, and Appledore Railway”.[69] In proposing that toast, Burra:
“said that some twelve months ago he thought there was very little possibility that the line then being made from Lydd to Appledore would be continued to Tenterden and Headcorn. For his own part he would even now rather see it go to Staplehurst… If, however, the line was made to Headcorn their wishes would be sufficiently realized… He certainly considered the prospects of a through railway to Tenterden were brighter than they ever had been; and expressed great confidence in Mr. Perks, who did not come to them to extract money from their pockets. All he wanted was that the landowners and occupiers would let him have the land required at a fair and reasonable price, and that they would not raise imaginary difficulties in his way (applause)”.
In his speech replying to Burra’s toast, Perks began by saying “he was not in a position to say what views Sir Edward Watkin had in respect to a harbour at Dungeness”, but then proceeded to extol the merits of Dungeness-Treport as a new cross-channel route.[70] The Lydd Railway`s Extension Act obtained Royal Assent on 28 June 1882. And on 28 August 1882 Perks wrote a letter (from Scotland where he was holidaying) which was read to the dinner of the Tenterden Tradesmen`s club, held at the George Hotel, Lydd, on 30 August 1882.
“I greatly regret that I cannot be present at your meeting … and report personally to the friends who have rendered their assistance to the Tenterden railway and the present position of the undertaking. The promoters of the Lydd railway have, as you are aware, now obtained Parliamentary power to extend their railway from Appledore to Tenterden… [and to form] an important connection with the South-Eastern main line at Headcorn. I have no doubt that this line, when constructed, will vary considerably tend to increase the value of land in and around Tenterden and Biddenden, and bringing (sic) some charming residential properties into the market for building purposes.”
Perks went on to say that the directors of the Lydd Railway had resolved to “immediately” commence negotiations for the purchase of the land required for the extension, “and the rate of progress will depend very materially upon the manner in which they are met by the owners of the properties served by the railway. You may rest assured that no effort will be wanting on the part of the company to secure the successful and early completion of the work”.[71]
The report in the Hastings & St. Leonards Times which included this letter had described Perks as “solicitor to the South-Eastern Railway”. In light of the complexities of the situation, it would be harsh to condemn the reporter for making that `error`. The SER had furnished the funds for the Parliamentary Deposit for the Lydd Railway Extension Bill.[72] In October 1882 the SER board authorised cheques to be drawn to pay Perks’s account for his work on the Bill (£482 3s 10d) and the Parliamentary Agent`s account (£269 10s) regarding the same Bill.[73] And in September 1883 the SER board authorised a further cheque (£758 6s 10d) to pay Perks’s “Bill of Costs [for the] Lydd Railway Bill, Headcorn extensions”.[74] But readers of this newspaper report who took it that Perks was speaking on behalf of the SER when stating “no effort will be wanting on the part of the company to secure the successful and early completion of the work”, were in for a disappointment. There is no reason to doubt that Perks was reporting accurately as to the intentions of the board members of the Lydd Company. But in the event, it would appear that the SER contributed no further funding towards the Lydd railway’s northward extension, and the Lydd directors opted against going ahead in the absence of such support.
There are parallels between the complexities in the nature of Perks’s role regarding the proposed line from Appledore to Tenterden, and those in his role regarding the proposed line from Paddock-Wood to Cranbrook/Hawkhurst). Perks specialized in advising on financial matters – including negotiating on behalf of a client with one or more counterparties over the obtaining of capital funds and/or the deployment of capital funds. This clearly called for `delicacy` on the part of Perks when it was one of his clients who was the would-be recipient of the funds and another Perks client who was the would-be provider. And in such negotiations it was often not only the financial arithmetic that needed to be agreed upon, but also the scope and some of the details of the project for which the funds were to be used, timelines, and arrangements for how to deal with unforeseen `shocks` etc. In both the Appledore to Tenterden case and the C&PWR case, Perks appears to have been in that delicate position of `wearing two hats`. On the face of things, once the SER had completed its buy-out of all the C&PWR shares that had been allotted, that aspect of the parallels between the two cases might seem to have been removed, with that buy-out rendering Perks’s role in the C&PWR case much less complex. But the SER did not act to use its voting-power to replace all of the C&PWR’S pre-existing board members with SER nominees. Instead, it would seem, the SER placed into the name of John Stewart Gathorne-Hardy sufficient of the C&PWR shares the SER now owned to qualify him to continue being a director. And the SER-nominated directors (Knatchbull-Hugessen, Byng and Alfred Watkin) supported Gathorne-Hardy continuing to be chairman of the company. This may have been simply a Public Relations ploy on the part of Watkin. But it seems more likely that it was `part and parcel` of the agreement for the SER buy-out that the C&PWR should continue to have representation `independent` of the SER on its board, and that the company should remain explicitly committed to achieving the purposes for which it had been established.
The degree of independence enjoyed by the C&PWR after the SER buy-out had been completed should not be exaggerated. Philpott and Wood ceased to have the status of being the company’s joint solicitors alongside Perks, and were no doubt required to pass-on to Perks any C&PWR legal records that had remained in their possession. At the same time Wood ceased to be the company’s secretary, and the duties of that position were added to those of John Shaw, the Secretary (and Manager) of the SER.[75] The C&PWR’s official office address was altered from Philpott and Wood’s address in Cranbrook to London Bridge. And that is where board meetings and general meetings of shareholders were henceforth held. Nevertheless J.S. Gathorne-Hardy remained chairman of the C&PWR, and Perks, as solicitor to the C&PWR, continued to be responsible to the C&PWR board. Hence Perks’s situation continued to be `complex`. This led to an interesting development some fourteen months after the buy-out process had been completed.
Those fourteen months saw a continuation of apparent total inaction in terms of any commencement (or `resumption`) of construction activity on the C&PWR’s line. On 24 October 1883, Perks wrote to the manager of the SER, John Shaw:
“My Dear Sir, Will you kindly remind your directors tomorrow that the time for purchase of land [for the C&PWR] expires on 27 May 1884 and for construction of the railway on 2 August 1884 so that if these periods are to be extended it will be necessary to apply to Parliament. As it seems pretty evident that the £100,000 or more which the Company would have to expend on making the line to Cranbrook (13 and a half miles) will be almost wasted and the line when made most unsatisfactory, I would suggest for the consideration of your Board that a short line might be made from the Headcorn and Tenterden Line which would meet all the needs of Cranbrook, and save at least £65,000. The Directors would find that they would be able to construct the line from Maidstone to Tenterden at very little beyond the cost of the Cranbrook line – with the advantage that the former would be useful and probably remunerative, while the latter would entail a permanent yearly loss. I send herewith map for reference -Kindly return it. Yours truly…”[76]
It is hard to imagine that there had not been discussions between Perks and Watkin as to the contents of this letter prior to Perks signing it and sending it to Shaw. By going about things in this way, Watkin was enabled to commence discussions with the Cranbrook and Paddock Wood interests forearmed with the advantage of `deniability`. In raising the `suggestion` set out in the latter part of Perks’s letter, Watkin could portray it as being not something he himself had arrived at a firm view upon, or even an approach he himself was inclined to support. Rather it was simply a suggestion which had been raised with the SER board by Mr. Perks, – a person who in recent years had provided valuable services to both the C&PWR and the SER – and he (Watkin) had been instructed by the SER’s board of directors to look into the pros and cons of this suggestion. If Perks’s suggestion had gone through a similar process with the C&PWR’s board, J.S. Gathorne-Hardy would have been equipped with the benefit of being able to use that same `line` – although in his case, it seems more plausible he would have been truthful when doing so.
VIII The C&PWR in suspended animation
The London Gazette of 27 November 1883 (at pp. 6064-6065) published a short notice of just two substantive paragraphs, dated 15 November 1883, announcing the intention of the C&PWR to lodge a Bill for consideration by Parliament during the 1884 session. This notice was signed by Perks as “Solicitor for the Bill”, and the Bill`s purposes were summarised as “Extension of Time for Compulsory Purchase of Lands, &tc., and construction and completion of Works; Amendment of Acts, &c.” In the same issue of the London Gazette, there appeared a much longer notice, dated 14 November 1883, announcing the intention of the SER to lodge a Bill for the 1884 session. Headed “South-Eastern Railway (Various Powers)”, this notice was signed by W. R. Stevens, the “legal clerk” of the SER, and extended over more than four full Gazette pages (pp. 5904-5908). Tucked away in the second column of the third of those pages were a series of references to the C&PWR. In essence, these references indicated that as part of this Bill the SER would seek Parliamentary authority to take over in full all the powers of the C&PWR conferred on that company through the C&PWR Acts of 1877, 1879, and 1882; and also “to provide for the dissolution of the [C&PWR]”; and “to provide for the transfer or release of the deposit funds mentioned in the [C&PWR Acts of 1877 and 1882]”. These references were followed by two paragraphs which seem simply to duplicate the substance of the notice lodged by Perks for the C&PWR’s own Bill (published at pp. 6064-6065). The implication would seem to be that Watkin had authorised the publication of both of these two notices, on the basis that this would lay the ground-work for pursuing either of two distinct courses of action: Either the C&PWR Bill would be proceeded with, and the `C&PWR clauses` dropped from the SER Bill, providing for a continuation of the status quo; Or, the C&PWR Bill would be dropped, and the C&PWR clauses in the SER Bill pursued, in order to eliminate the remaining `independence` of the C&PWR and pave the way for implementing the `Perks suggestion` of 24 October 1883 regarding the future of a railway connection for Cranbrook.
At the SER board meeting of 6 December 1883, there was some further discussion about making the rail connection to Cranbrook from the direction of Tenterden, and Watkin was authorised to communicate with Lord Cranbrook (i.e. J.S. Gathorne-Hardy`s father) on the subject.[77] Lord Cranbrook appears to have put loyalty to the supporters of the C&PWR scheme who resided to the west of the town of Cranbrook, together with the principle of holding the SER to its agreements, above the more direct self-interests of the Gathorne-Hardy family. In a letter to Watkin dated 15 January 1884, he wrote: “…When the [SER] voluntarily took up the [C&PWR] scheme … it was natural to suppose that it was done with deliberation, and that we might rely upon the promises held out…”.[78] He was not placated by Watkin`s letter of reply (dated 17 January) which argued that the Cranbrook area would be as well-served if not better by a connection via the proposed Headcorn to Tenterden line, and that this latter would be of greater benefit to the broad base of SER shareholders – the Gathorne-Hardy family included. Lord Cranbrook responded to this letter of Watkin’s two days later re-iterating that he was not happy with that proposal, and that he wanted to see the C&PWR built.[79]
On 24 January 1884, the half-yearly ordinary general meeting of the SER’s shareholders was held at the Cannon-street Hotel. In the course of his speech to the shareholders, Watkin presented some figures on the annual losses being generated by four of the company’s recently built branch line operations. Having given the figures, Watkin said those lines might “some day” show a moderate profit, and continued:
“In any way, depend upon it, these new lines are burdens which you have only taken because of past unfortunate pledges, and because you wished to act as an honourable company, so that nobody should turn round and say you have bound yourselves to make this work and have not carried your promise into effect. I am urged very strongly by a good friend to the South Eastern, a very eminent and distinguished man – I mean Lord Cranbrook – that we should make a line, which I dare say you will see on the map [displayed at the meeting], that looks very much like a sickle with a boot-hook combined; it is such a shape as you very seldom see upon a railway map, with dotted lines running down from Paddock Wood to Cranbrook.”
Watkin outlined the alternative of serving the town of Cranbrook by a connection to the SER running eastwards from that town, and said: “That is in my opinion the best course that ought to be taken; but in deference to that point of honour which I have mentioned, I think that if Lord Cranbrook and the landowners press it, you will be bound to make as cheaply as you can that single line between Paddock Wood and Cranbrook.”[80].
Watkin’s decision to include this segment in his chairman’s speech is interesting. Perhaps his intention was to bring to bear some moral pressure on Lord Cranbrook to consider further the pecuniary welfare of the broad base of shareholders in the SER – a constituency likely to be of interest to the political party in which he was a major power-broker? Or perhaps the intention was to `soften-up` the SER`s shareholders (and Watkin’s colleagues on the company`s board) for a cave-in to Lord Cranbrook? My own guess is that it was a combination of the two. A special meeting of the SER’s board of directors was held on 29 February 1884 to consider the vacancy on the board brought about by the death of Richard Withers on 29 January. It was resolved to appoint Alfred Erskine Gathorne-Hardy to fill the vacancy “subject to confirmation by the proprietors in due course”.[81] A.E. Gathorne-Hardy was the third son of Lord Cranbrook. As noted above (see Section V of this paper), he had served on the SER`s `Shareholders Committee on Policy` of 1879. And from July 1883 he had been a member of the SER`s Audit Committee. Thirteen days later the next `regular` meeting of the SER board was held, and part of this meeting’s business was to meet a deputation consisting of Lord Cranbrook, Alexander James Beresford Beresford-Hope, and J.S. Gathorne-Hardy. Beresford-Hope (1820-1887) was from 1868 until his death one of the two M.P.s for Cambridge University, having previously sat as member for Maidstone (1841-1852, and 1857-1859) and for Stoke-upon-Trent (1865-1868). His home was Bedgebury Park, a little to the south of Goudhurst and adjacent to the C&PWR`s planned route about two-thirds of the way from Paddock Wood to Cranbrook. Beresford-Hope could argue that the `alternative` connection for Cranbrook would be of little service to his estates, and an SER abandonment of the C&PWR scheme would thus cause him detriment, as well as being a breach of a commitment made by the SER. Beresford-Hope had a high profile on the Conservative side of politics and was a very wealthy man. But what may have weighed more heavily in Watkin`s mind was the fact that he was married to a sister of Lord Salisbury’s. How many `big guns` could Watkin afford to annoy?
The outcome of the meeting of the three-man deputation with the SER’s board of directors was that the latter: “pledged themselves to construct the [C&PWR] line in three years, and [to] embody the undertaking in a Bill now before Parliament”.[82] The undertaking was put into the C&PWR’s own Bill, which Perks was responsible for navigating through Parliament. Royal Assent was obtained for it on 14 July 1884. Under the terms of this 1884 Act, as reported in the press: “[The SER] undertook to complete [the C&PWR`s line] by August 2nd 1887; and the company cannot apply for any further extension of time, or for authority to abandon it unless consent is given in writing by Viscount Cranbrook, the Hon. J.S. Gathorne-Hardy and the Right Hon. A.J. Beresford-Hope”.[83] It would appear, however, that the wording of the `undertaking` was such that the extension to Hawkhurst was not explicitly covered by it. In the London Gazette of 27 November 1885 (at p. 5592) a notice was published announcing that the C&PWR intended to apply to Parliament for leave to bring in a further Bill. Signed by Perks, and dated 20 November 1885, this notice stated that the proposed Bill would seek authorization for the abandonment of the Hawkhurst extension authorised by the C&PWR Act of 1882, and the repayment of the associated Parliamentary deposit. At the SER board meeting of 17 December 1885, a letter from Lord Cranbrook to Watkin was read in which Cranbrook protested about the SER’s procrastination in making a start on constructing the line.[84] In the wake of this and a number of other protests, the C&PWR’s Bill for the 1886 session was withdrawn in early February.[85] On 18 March 1886 the SER board authorised a cheque for £231 10s to pay Perks’s `bill of costs` for work on this abortive 1885-1886 C&PWR Bill.[86]
At some point later in 1886, Lord Cranbrook, together with his eldest son and Alexander Beresford-Hope, must have been persuaded to allow the SER to apply for a further extension of time regarding the C&PWR. The SER’s Act of 1887 authorised a substantial re-routing of the northern part of the C&PWR line, and extended the time allowed for the completion of the works for a further five years (i.e. to August 1892). But still there was no sign of action on the part of the SER. By November 1887, Lord Cranbrook’s patience had been exhausted. On 11 November he wrote to Watkin, complaining, using notepaper headed “Privy Council Office”. The core of this letter read: “A little more than three years ago the [SER] Board of Directors made a promise … that the railway should be finished in three years (i.e. last August). … and although an Act was obtained this year for an improvement of a portion of the line, I have heard nothing of any step towards the commencement of the works…”.[87] This letter appears to have had the desired effect. The SER board accepted Watkin’s recommended response, and on 19 November 1887 Watkin wrote to Lord Cranbrook stating that the SER board had ordered that a valuation be made “of what would be fair and just to pay each landowner …and if the proposals were accepted, the works to be let by tender…” In a postscript, Watkin added: “Last year we found it impossible to get anything definite from the owners and occupiers. Evidently many wanted their pound of flesh – or more”. Cranbrook wrote back the following day, 20 November 1887, indicating that he was happy with the approach Watkin had outlined.[88]
IX Exit R.W. Perks
Bradshaw’s Railway Manual, Shareholders Guide and Official Directory for 1888 indicates that Perks was still the C&PWR`s solicitor at the time when the contents of that volume were finalised (early in that calendar year). But the following year’s edition does not record him (or anyone else) as being in that role. There is a reference in the SER board minutes for the meeting of 3 May 1888 which suggests Perks was the C&PWR`s solicitor at that date, but among the later references to Perks in that source I have not been able to find any that identify him as linked with the C&PWR. By the time construction work on the line got under way in April 1890, Alfred Willis (1850-1928) had been appointed the C&PWR’s solicitor.[89] I think it is safe to conclude that at some stage during 1888, Perks stepped down from his role as legal and financial advisor to the C&PWR – probably as part of a `repositioning` of the company in preparation for the actual commencement of construction of the line. That same `repositioning` process appears to have seen J.S. Gathorne-Hardy exit from being a director of the company during 1889. His seat at the board was taken by his brother A.E. Gathorne-Hardy. As the latter was a director of the SER (having been so since 1884), that put the C&PWR board in the position of being without an `independent` director. The SER resolved that situation by appointing Philip Beresford Beresford-Hope to the C&PWR board. P.B. Beresford-Hope (1851-1916) was the son of Alexander J.B. Beresford-Hope and had inherited Bedgebury Park on his father`s death in October 1887. For an account of the construction of the C&PWR, and the line`s later history, see Peter A. Harding`s The Hawkhurst Branch Line, and Brian Hart’s The Hawkhurst Branch, both of which have already been referred to above.
By the time Perks stepped down from being legal and financial advisor to the C&PWR, it was over ten years since he had commenced in that capacity. This work can hardly be described as one of the more successful passages in Perks’s business career, although it no doubt provided him with a good deal of useful experience − in the first five years in particular − which he was able to carry over into other projects. Unlike Perks’s very first venture in working on railway projects (the Ely and Bury St. Edmunds Light Railway), the C&PWR was actually built – albeit not until after Perks had ceased his connection with the company. The promotors of the E&BSELR clearly did not have the level of stamina displayed by Lord Cranbrook and his son. The July 1878 E&BSELR prospectus (discussed above) did not attract sufficient subscriptions to justify going to allotment, and further negotiations with landowners along the proposed route, and with the GER, had failed to secure the results aimed for. The Marquis of Bristol, in his chairman’s address to the August 1879 half-yearly general meeting of the E&BSELR (which Perks attended), stated: “The present body of directors were not gifted with any miraculous powers, therefore they could not carry out a great undertaking of that sort without an adequate supply of the needful money. … if within a month or so they did not receive sufficient money to enable them to undertake the work of making the proposed section, it would be necessary for the Directors without further delay to apply [to Parliament] for an order of abandonment.”[90] The London Gazette of 28 November 1879 (at p. 7104) published a notice dated 12 November 1879 announcing that a Bill would be lodged seeking authorisation to abandon the E&BSELR. Fowler and Perks were cited as the solicitors for the Bill, which after progressing through the relevant processes received Royal Assent on 29 June 1880.
Concluding Remarks
The crucial difference between the C&PWR and the E&BSELR projects was probably not so much the powers of perseverance of the Gathorne-Hardys, although that clearly helped, but the part played by Watkin in the case of the former scheme. The Paddock Wood to Cranbrook corridor happened to be at a place on the map which rendered it a potential candidate for a role in Watkin’s ‘grand vision’ for a new SER-controlled cross-channel service linking London to Paris via Dungeness and Treport. As long as this ‘grand vision’ appeared attainable, Watkin was unwilling to see the C&PWR scheme euthanised. But at the same time, as long as attaining that `grand vision` appeared to be within his reach, Watkin was unwilling to see the C&PWR built `on the cheap`, and as a meandering single-track line running into a cul-de-sac. This is my interpretation of why the C&PWR scheme did not share the same fate as the E&BSELR, but was instead kept on `life-support` through the SER’s cheque-book, until the SER board was finally shamed into building the `no frills` rural branch-line that was probably all the scheme’s original 1876 supporters had wished for.
Some support for this interpretation of why the C&PWR scheme survived while the E&BSELR scheme did not can be found in the comments made by A.J.B. Beresford Hope at the anniversary celebration dinner of the Gouldhurst Agricultural Association held on 18 December 1885. It would appear that Perks had been carrying-out a canvass of opinion in the district to be served by the C&PWR in regard to the company’s Bill proposed for the 1886 session of Parliament. Beresford Hope told the well-attending gathering:
“that illustrious gentleman, Mr Perks, had flooded the neighbourhood with half-penny postcards, asking them whether they would assent or dissent to the postponement of the railroad. He (Mr Hope) was courteous, and put down “Dissent” … but he did communicate with Lord Cranbrook, who was naturally a right person to communicate with in such an emergency, inasmuch as he and Lord Cranbrook were in the deputation who went to Sir Edward Watkin when with a deep solemnity and a gushing generosity, he pledged himself that the railroad should be made in three years. … The secret of the matter was that the S.E.R. Company were ambitious to get a straight line to Dungeness, and there develop a through trade for Continental traffic. The Cranbrook line was to have been a first instalment, but since then another line had been found out to Dungeness so that now the Cranbrook line could never be anything but a local accommodation”.[91]
The `no frills` C&PWR that was constructed between the Spring of 1890 and the summer of 1893 was 11 miles and 24 chains in overall length, some 2.3 miles shorter than the length of the line as authorised in the C&PWR`s 1877 Act (13 miles and 5 furlongs). The southern terminus of the line was sited about one and a quarter miles short of the town of Hawkhurst, and powers to build the final stretch into that town were abandoned by the SER’s Act of 1892, along with powers to build the `stub` into Cranbrook from Hartley. The re-routing of the northern part of the line authorised by the SER’s Act of 1887 also contributed to the reduction in the overall length and the land-purchasing requirements. Nevertheless the cost of building the C&PWR exceeded the ‘Parliamentary estimate’ of 1877. By the SER`s Act of 1892, the authorised capital of the C&PWR was increased to £130,000 in shares plus £43,000 of borrowing through the issue of debentures. It seems likely therefore that if the residents of the area served by the railway had been more enthusiastic about subscribing for £25,000 of shares in the C&PWR at the time that was the declared target, they would have got their fingers burned by doing so – unless bailed-out by the SER. In the run-up to the commencement of construction of the line, there appears to have been some `finger-pointing` by those local residents who had stepped forward and subscribed – suggesting that blame for the ten-year delay rested with those of their neighbours who had chosen not to come forward, as much as with the SER’s directors. The South Eastern Gazette of 17 December 1889 (at p. 5) published a `letter to the editor` signed “OBSERVER”:
“Sir, – I observe that the South Eastern Railway Company are about to apply for another extension of time for the making of this railway [the C&PWR]. The extensions of time, the delays through changes in the route and other causes, and the promises in connection with this line are well-known to all who are interested in the project. I do not intend dwelling thereon, but I beg to ask if the length of time that this railway movement has been creeping about is not owing as much to the want of concerted and energetic action on the part of those living in the district through which the line is to pass as to the directors of the [SER]. I believe that every person living in this district desires this line. If a few persons can be found who do not care for the line as regards their own interests, yet because of the boon it will be to others, they prefer to see it made. I believe, further, that if we had convinced the [SER] directors that a strong desire for the line was general it would have been made long since…”
OBSERVER went on to suggest getting-up a petition to demonstrate to the SER the degree of support for the scheme in the district. He wrote further on the subject three weeks later: “[The petition will furnish] clear proof to the South Eastern Company that not only Lord Cranbrook and a few persons, but the public generally desire the line. The public of this district, I believe, know well that Lord Cranbrook and his son have ever shown a public spirit in the project, and have done their best to prevent its many past postponements; and supposing if some landowners, or occupiers, or the public, have not supported their efforts wisely, and have not shown ardour in the movement (no matter at present from what cause) they will probably be ready to share the blame of this long and vexing business and will let by-gones be by-gones …”.[92]
“OBSERVER” had several other letters to the editor published in the local press during this period. It is my guess that he was George John Courthope (c1848-1910), one of the original seven directors of the C&PWR, and a resident of Horsemonden. But that is just a guess. Of Perks’s predecessors as solicitors to the C&PWR, John A. Philpott continued his active support for the scheme through to the line’s opening, and lived in Cranbrook for the rest of his life. Alfred R. Wood left the Cranbrook area in autumn 1887 and emigrated to Australia. He died at Moama, New South Wales, on 8 August 1888. His obituary in the Sussex Agricultural Express of 29 September 1888 (p. 6) stated that he had gone to Australia “for the benefit of his health” and described him as: “An able lawyer and an excellent employer …[who] will also be remembered as an ardent politician, and an accomplished musician”. I have not seen any evidence of Philpott or Wood being associated with the promotion of any companies other than the C&PWR. Perks appears to have continued to be on good terms with the Gathorne-Hardys during the years following his stepping down from being solicitor to the C&PWR. In April 1898 A.E. Gathorne-Hardy became a director of the Charing Cross, Euston and Hampstead Railway, at that stage controlled by Perks’s advisees and business associates John Price and Thomas James Reeves. Gathorne-Hardy was elected chairman of that company in October 1898, and held that position until succeeded by Charles Tyson Yerkes on 28 September 1900, following the Perks-brokered buy-out of the CCE&HR by Yerkes.
I should point out in concluding that the Board Minutes of the C&PWR for the period prior to 1895 have not survived among the ex-SER material deposited at The National Archives, and held in the RAIL 143 series. The principal material in that series is a volume of minutes of “General Meetings, with Reports and Accounts” (RAIL 143/1) which commences with the meeting held on 19 June 1890. If any reader has information regarding the missing earlier company records of the C&PWR, the writer would be very keen to hear from you!
[1] See Owen E. Covick, “Watkin’s Struggle at the S.E.R. Board 1876-79, and R.W. Perks”, p. 124 and p. 111 (footnote 254).
[2] Brian Hart, The Hawkhurst Branch, Wild Swan Publications, Didcot, Oxfordshire, 2000 (ISBN 1 874103 54 2).
[3] Peter A. Harding, The Hawkhurst Branch Line, published by the author, Woking, 1982, with revised edition 1998 (ISBN 978 0 9523458 3 1).
[4] Sussex Advertiser, 4 May 1878, p. 2.
[5] R.W. Perks, Sir Robert Perks, Baronet: Notes for an Autobiography, Epworth Press, 1936 – published posthumously with a Foreword by Perks’s widow Lady Edith, in which she states “The Notes were written at odd times during the last few years of his life.” And see footnote 33 below.
[6] Hastings and St. Leonards Observer, 9 September 1876, p. 3.
[7] For more on A.C. Pain`s activities as a champion of the cause of Light Railways for country areas during this period, see Michael Messenger, “Light Railways Before 1896”, Journal of the Railway and Canal Historical Society, 2013 (Number 218) pp. 2-9.
[8] loc. cit.
[9] loc. cit.
[10] The Kentish Gazette (19 September 1876), p. 3.
[11] See Michael Messenger, op. cit., p. 5.
[12] 27 October 1876, p. 7.
[13] TNA RAIL 635/45, p. 17, m21.
[14] ibid., p. 53, m80.
[15] ibid., p. 63, m103.
[16] ibid., p. 82, m127.
[17] There was tension on the SER board as to whether Alfred should be appointed to succeed James Cudworth as the company’s “locomotive engineer”, and if so, subject to what conditions. See Owen E. Covick, “Watkin’s Struggle at the S.E.R. Board 1876-79, and R.W. Perks.”
[18] TNA RAIL 635/45, pp. 140-142, m194.
[19] ibid., p. 360, m548.
[20] ibid., p. 467, m715.
[21] ibid., pp. 479-480, m746.
[22] See Section I of Owen E. Covick, “Watkin’s Struggle”.
[23] TNA RAIL 635/46 p. 61, m127.
[24] ibid., p. 132, m261.
[25] Preston Chronicle, 10 August 1878, p. 4.
[26] Birmingham Daily Post, 23 December 1878, p.6.
[27] London Standard, 5 March 1879, p.1.
[28] London Daily News, 13 March 1880, p. 1.
[29] See prospectuses published in Whitby Gazette, 20 August 1881, p. 3; Liverpool Daily Post, 29 March 1882, p. 4; Daily Telegraph and Courier (London), 23 May 1882, p. 8; and Morning Post, 2 May 1883, p. 6.
[30] An electronic version of this book is available on the archive.org website [INSERT REFERENCE]. In June 1884, Campbell-Walker was married a second time to Adelaide Lucy Katherine Mowbray, widow of General Edward Mowbray.
[31] TNA RAIL 635/48, p. 258, m623.
[32] TNA RAIL 635/46, p. 203, m392.
[33] In his Notes for an Autobiography, Perks stated: “I must have stated the case rather forcibly for, in replying to Sir Edward Watkin, the South Eastern Chairman, Lord Cranbrook made a half apology for the vigour of my language” (p. 62). In this passage Perks seems to be referring to J.S. Gathorne-Hardy by the title he inherited from his father in 1906.
[34] Denis Crane, The Life Story of Sir Robert W. Perks, Baronet, MP, Robert Culley, 1909, p. 68 and pp. 71-72.
[35] Denis Crane, loc. cit.
[36] R.W. Perks, Notes for an Autobiography, pp. 60-62.
[37] North Wales Chronicle, 16 March 1878, p.6.
[38] ibid., 7 September 1878, p. 5.
[39] The Bury and Norwich Post, 22 February 1876, p.6.
[40] The Bury and Norwich Post, 18 September 1877, p. 6.
[41] Bury and Norwich Post, 21 May 1878, p. 4.
[42] The Bury and Norwich Post, and Suffolk Herald, 11 June 1878, p. 5.
[43] Bury and Norwich Post, 25 June 1878, p. 5.
[44] Bristol Mercury and Daily Post, 19 July 1878, p. 1.
[45] See Appendix B to Owen E. Covick, “Watkin’s Struggle”, for an account of a situation during January 1879 in which Perks’s senior partner H.H. Fowler appears to have taken a different view to Perks in regard to ranking priorities between “the clients interest” and a question of “ethical principle”.
[46] TNA, RAIL 635/46 p. 210, m404.
[47] Owen E. Covick, “Watkin’s Struggle”.
[48] TNA, RAIL 635/46, p. 279, m467.
[49] ibid, p. 374, m657.
[50] Published in the Maidstone Journal of the morning of 21 January 1879, and reproduced in full in The (London) Globe of that afternoon, and also in the Morning Post of 22 January 1879, p.2.
[51] House of Lords Record Office, House of Lords Private Bill Evidence, Volume 2, 6 May 1879.
[52] TNA, RAIL 635/47 p. 134, m258.
[53] ibid, pp. 130-131, m251.
[54] ibid, p. 303, m689.
[55] ibid, p. 318, m735.
[56] ibid, p.320, m748.
[57] ibid, p. 331, m777.
[58] Kent & Sussex Courier, 11 August 1880, p.3.
[59] Herapath’s Railway Journal, 3 September 1881, p. 1078.
[60] loc. cit.
[61] TNA RAIL 635/48 p. 258, m623.
[62] loc. cit.
[63] TNA RAIL 635/48 pp. 313-315, m798.
[64] ibid, p. 341, m877.
[65] ibid, p. 174, m409.
[66] See David Hodgkins, The Second Railway King, Merton Priory Press, 2002, pp. 441-443.
[67] ibid, pp. 505-507.
[68] TNA RAIL 635/47 p. 328, m772.
[69] Folkestone Express, Sandgate, Shorncliffe & Hythe Advertiser, 25 February 1882, p. 8.
[70] loc. cit.
[71] Hastings & St. Leonards Times, 2 September 1882, p.6.
[72] TNA RAIL 635/48 p. 174, m409.
[73] ibid, p. 341, m877.
[74] Ibid, p. 521, m1332 and pp. 543-544, m1389.
[75] Bradshaw`s Railway Manual, Shareholders Guide, and Official Directory for 1883, p. 70.
[76] This letter was read to the SER board meeting of 25 October 1883, which referred it to Watkin (ibid, pp. 576-577, m1434). In his The Hawkhunt Branch, Brian Hart quotes this letter from Perks to Shaw in full but states that Perks was writing in the capacity of “the C&PWR’s secretary” (op. cit., p. 20). This appears to be erroneous. I have seen no evidence to suggest that R.W. Perks ever signed himself as the company secretary of any company.
[77] TNA RAIL 635/49 p. 28, m42.
[78] ibid, p. 88, m115.
[79] ibid, pp. 88-90, m115. For the full text of this three letter interchange (of 15 to 17 February 1884) between Lord Cranbrook and Watkin, see Brian Hart, op. cit., pp. 20-21.
[80] Folkestone Express, Sandgate, Shorncliffe & Hythe Advertiser, 2 February 1884, p.7.
[81] TNA RAIL 635/49 p. 96.
[82] Folkestone Express, Sandgate, Shorncliffe & Hythe Advertiser, 22 March 1884, p. 3.
[83] Kent & Sussex Courier, 1 October 1886, p.6.
[84] TNA RAIL 635/50 p. 59, m139.
[85] Horsham, Petworth, Midhurst and Steyning Express, 2 March 1886, p. 3.
[86] TNA RAIL 635/50, p. 101, m262.
[87] ibid, p. 540, m1110.
[88] ibid pp. 562-563, m 1132.
[89] Sussex Agricultural Express, 26 April 1890, p.3.
[90] The Bury and Norwich Post and Suffolk Herald, 19 August 1879, p. 6.
[91] Bromley Journal and West Kent Herald, Friday, 25 December 1885, p. 7.
[92] Kent & Sussex Courier, 15 January 1890, p. 3.