The Sun. — London, England, 1856-02-02 00:00:00

Sind sympathy of the country with such noble devotion on the part of the army. Mr. ROEBUCK said the hon. gentleman opposite (Mr. Bentinck) had been pleased to direct his attention to him. He (Mr. Roebuck) would remind him of a Scotch proverb, which was to the effect that " his bark is far waur than his bite." The hon. gentleman began by stating that he (Mr. Roebuck) had said that England of herself was unable to cope with Russia. It seemed to him that the hen. gentleman was too much occupied with his own speech to attend to his (Mr. Roebuck's); for he thought it was one of the most salient points of what he had said to aver the contrary of that which the hon. gentleman had attributed to him. He had said that at all times, and more especially at this time, was England able to cope by herself with Russia ; and in proof of that, he had adduced the case of the Great Napoleon, under whose conquering legions the earth trembled as they trod, and whose armies extended from Italy to the Neimen—with him even we were able to cope single-handed, and conquered him, and should it be said that we could not cope with Russia ? The report on the Address was then agreed to. THE LAW OF PARTNERSHIP AND JOINT-STOCK COMPANIES. Mr. LOWE, before moving that the Speaker should leave the chair, should request his opinion upon a matter of order. On the previous day notice was given by his right hon. friend the member for Wells (Mr. Hayter), that he (Mr. Lowe) should that day introduce two bills—one to amend the law of partnership, and the other for the incorporation and regulation of joint-stock companies and other associations . By some accident, a portion of the notice had fallen out, so that the bill for the amendment of the law of partnership was omitted from the notice, although the words " Law of P art nership " appeared asthe title. He wished to know whether, under such circumstances, it would be competent for him to introduce both bills ? The SPEAKER said that, as the error was not on the part of the right hon. gentleman (Mr. Lowe), he would be entitled to proceed with both bills. It was important that notices should always be given in writing ; and in the present in stance that had been done, On the motion of Mr. LOWE, the SPEAKER then left the chair, and the house went into committee, Mr. FITQROY in the chair, Mr. LOWE.—It will be in the recollection of the house that is the course of last session a bill was passed through Parliament for the purpose of enabling joint.stock companies to enjoy the principle of limited liability. ' At the time when that measure was under consideration, it was stated that it was founded on the laws already in existence for the regula tion of joint-stock companies, and it was also intimated that it was not the intention of ber Majesty's Government to ask next session for leave to bring in a bill to alter and amend the enactments in question. The measure of last session was a limited one, and on that account, if on no other, temporary in its nature. The whole question has recently undergone a thorough review by the Government, and I shall now pro ceed to state the results at which they have arrived. The questions we have now to consider are these :—" first, how shall the principle of limited liability bo extended to private partnerships ?—secondly, in what respect may the laws to which joint-stock companies are at present amenable be amended and improved ? These are two great branches of the same subject, and, that they may be dealt with in a satisfactory manner, it will be necessary to introduce two bills—the one relating to private partnerships, the other to joint-stock companies.. I shall endeavour briefly to explain the state of the case with regard to these two measures. The law of private partnerships in England has been very little interfered with by the Legislature; it has heretofore been left very much as it stands in common law. T great grievance complained of is not in the want of limited liability, strictly so called—uot the want of a power in a part ner, known to the creditors, to contract with those creditors that he shall not be liable to them beyond a certain sum ; that is not the ground of grievance as regards private part nerships, but rather the converse of the proposition, namely, that a dormant partner—a partner not risible to the credi tors and never known to them, who may have embarked a certain amount of capital in a concern, should, on the failure of the business, be made liable not merely in the pro portion of the capital so embarked, but to the extent of all the property he possesses in the world, though the existence of that property was unknown to the creditor, and though it is in consequence property on the credit of which not one farthing could have been advanced. (Hear, hear.) It now becomes the duty of the Legislature to consider how it will deal with this practical grievance. Another point , o which it is necessary to direct attention is the state of the law with regard to loans made for the purposes of private partner. ships, The usury laws have been repealed, and though at the time of their repeal it was not foreseen how that measure could affect private partnerships, it is, nevertheless, very cer tain that it has altered very materially the position of persons making advances to partners by way of loans guaranteed upon a share of the profits. Mr. Baron Bramwell, who enjoys a high reputation as a political economist, but whose au thority as a lawyer —I may say it without disparagement to bim—is still higher,• gave in his evidence before the Mercan tile Law Commissioners an opinion which is well deserving of our attentive consideration, That opinion is to the effect that, as the law at present stands, it is competent for any person to lend money to a private partnership, reserving as a guarantee for repayment the right of demanding interest at the rate of, it might be, 50 per cent., which was to be con sidered as a penalty ; the agreement being that the right to such interest should notbe enforced in case the creditor should be paid a rateable share of profits for his loan. This opinion of Mr. Baron Bramwell coincides with one * delivered by Lord Eldou, both those distinguished judges concurring in the view that, as the lawat present stands, it is possible for a cre ditor to lend money to a private partnership, reserving to himself a share of the profits by way of interest. It is not the intention of the government to diminish the powers and abilities which persons already enjoy in that respect. We take the question as it stands, and desire rather to enlarge and enable than to contract and to restrict. It remains to be seen what is the proper manner in which to deal with this question cf private partnerships. One method would be to carry the present law of limited lia bility into these partnerships, and to say to any number of persons, however small—even to one, and there could not be a much smaller number than that—that he or they shall be entitled to be formed into a corporation, and to enjoy, as such, the privilege of limited liability. To that proposition I am not disposal to accede, and for this reason, that it ap pears to me that there is something incompatible and incon sistent between the character of a man acting as a principal in trade, and that of a person who is a corporator, and whose liability, as such, is limited Seeing that there is no parti cular demand for .this extension of the law, and bearing in mind that, even though it were adopted, it w erld be so merely for the sake of a barren consistency and an idle uni formity, I do not think that it would be in any degree desire able to decide the question by such a method as this. Nor would it be advisable to adopt the law of commandik as it is at present practised in France. It is not suited to our habits, and its introduction would be tantamount to the enactment of a new law of partnership. If we can remodel the old law in such a manner as to adapt it to our wants and usages, and to infuse into it the liberal principles of our modern commercial system, we shall by so doing adopt a far more judicious course than if we were to sweep away the whole fabric and erect a new one in its place. (Hear.) Nei thershoald I wish to deal with partnerships merely by way of legalising loans or making them the subject of special legisla. tion. It is not any business of ours to favour one particuAr method of dealing in preference to another. It is rather our duty to act with strict impartiality as regards them all, and to leave to every man in the community the option of deciding for himself what is the best system on which to conduct his affairs. I cannot but think that,-if we were to facilitate loans to partnerships, wi hout at the same time giving to dormant partners the power of limiting their liability, we should be giving an undue preponderance to the loan system—(hear, hear, hear)—and encouraging men to carry on their business rather by means of temporary advances than by embark ing capital in the concern, and that thus we should be throwing the weight of the Government into the wrong scale. Into the question of whether it be or be not an improvident practice to carry on business by means of loans I do not now propose to enter, but I cannot think that it would be at all advisable to facilitate the contract of loans unless you at the same time provide that the advance of money or capital on contract to share profit or loss shall not be held to make the lender liable as a partner. (Hear.) In the present state of the law the whole evil complained of as regards private partnership resolves itself into this: that a dormant partner, unknown te the creditor at the time of the contracting of the debt. is made responsible to his last shilling or acre for a debt for which he was not known at the time to be liable—(hear) —and that property of his, on the strength of which not one farthing had been advanced, is confiscated to satisfy the claim of a person who when the transaction occurred knew nothing of its existence, (Hear.) In reprobating this state of things, I only echo the opinion of some of the most dis tinguished jurists, and among others of that eminent judge, Mr. Justice Story, who concurs with other great legal autho rities in deploring the doctrine laid down in the case of 6 ' Waugh v. Carver." The bill which I now solicit the per mission of the house to lay upon the table will overrule the judgment pronounced in that well known case—(hear)--and proposes to provide that " the advance of capital or money to be used in any trade or undertaking, not being the trade of a banker, upon a contract with the person carrying on such trade or. undertaking that the person making such advance shall receive a share of the profits or shall bear a share of the loss of the trade or undertaking, shall not of itself render the person making such advance liable to third parties as a partner in such trade or undertaking." (Hear, hear.) By this means a man who bas embarked a certain sum of money in a concern may become a dor mant partner for, certain purposes without . : involving himself in the general liabilities of partnership. In fact. with all that is most beneficial in the French commandite project you will also have the advantages of a loan system, conducted not in a eircuito and intelligible manner ; andtes or ambiguous but in a direct it will be practicable for any partnership to raise money by way loan without making the lender or the dormant partnerliable of beyond the amount of the money he may have advanced,We take things as we find them, and while we propos e arore noseett o regulate the liabilities of lenders and borrowers, we Wisdom or be understood as propriety of instances where it would beThere p any ronouncing nion as either lending or opi borrowing to the highly an establishment by means of loans, an d on the ether er e h it ie quite possible that there may be ca ses w h ere a p increase of capital would be more injurious to a business tuleiat a temporary advance. These are questions with Wel s h we have no concern. It is for us to allow men to conduct their affairs on such principles as they shall themselves approve. It is for us to observe an impartial demeanour, leaving to e very trader the option of determining on what system he play think fit to manage his affairs, (Hear.) The bill also contains a c l a use providing that th e remunera ti on o f servants or agen t s by a share of the profits shall not make them partners. B an kers are omitted out of def erence t o th e course which has constituted them an excep of previous legislation , l rule applicable to other companies. This tion to the genera omission is also made becausere we me ilo l not wish of limited ishtoencumber a question of this kind , /Oakh is one liability with questions relating to the banking owni tradn te,eprtrlcyao,eannod other kindred matters; altho u g h, for my reason why bankers should not be treated Having nowhe samdisepomaaand ner as any other class of partner s . of all that I think it necessary to gay regarding. th e smaller bill, I next approach the subject of the lar g e r measure ; and hare I must beg that the honse will bear with use, because, although I shall endeavour to con_ dense my obsetvations as much as possible, yet the question is 6141 Very complex in its nature that I cannot hope to render myself intelligible to the committee without trespassing on its attention for som e little time, Now, the state of the law relating to joint.stock companies is somewhat peculiar. It seems to have been the misfortune of these bodies te be sl ways legislated for by persons in a state of great excite ment. The first law of this kind, calla I the Bubble Act, was /ussed during the first paroxysm produced by the bursting of the memorable South Sea biibble, in the reign of George I. Shakespere says— " The earth has bubbles as the water has, "And these aro of them And so o ur legislators set to work to exode them ; a n d f or 100 years the law of this country render d the formation of joint.stock companies illegal, and a punishable offence. This ja. • elia telY relevant, but be- I mention not because .t is eau, the light which it throws 04 this matter d ict a ac t as THE SUN, -LONDON, SATURDAY .EVENING, FEBRUARY 2 1856, a caution to us against being led away blindly by precedent. Here is a remarkable instance of a thing being proscribed which is now generally recognised as having proved very beneficial to most communities—viz., the right of association among capitalists ; and this prohibition remained in force till the year 1825, when it was first repealed. The Government at that date still continued to look. very jealously on these companies ; and, although it was then seen that they partook very largely of the nature of corporations, yet it was only by very slow degrees that it could be induced to regard them in that light ; for in the first year of the reign of her present Majesty it was enacted, not that joint-stock companies should be allowed to sue under a corporate name (that was thought to be too high - a privilege for bodies which had so lately lain under the ban of the Legislature), but that they should be al lowed to sue and to be sued in the name of their public officer —a most inconvenient and circuitous form of proceeding, and one which showed the absurd and even ridiculous distrust with which these associations were regarded. Then we come to the law of 1844—the present Joint-Stock Companies Act. That measure was the result of the report of a select committee, which appears to have conducted its deliberations in a state of mental perturbation scarcely less violent than that which prevailed in the days of George I. For, when I look at their report, I find the headings of the different sections of what one would generally expect to be a very demure and quiet sort of document running thus :—" Form and Destination of the Plunder," " Circumstances of the Victims," " Impunity of the Offenders," and the like ; so that a hurried glance at the contents might make one really fancy he was reading a novel instead of a dry heavy blue-book. (A laugh.) This committee, however, notwithstanding their excitement, evi dently examined the matter with great care, and arrived at . a conclusion to which I invite the attention of the house, be cause it illustrates the animus and the principles on which the act that lam about to discuss was founded. The decision of the committee, although I do not blame them for coming to it at the time when they considered this intricate subject, is nevertheless hardly one which this house will now be dis posed to sanction or support. They divided these companies into three distinct classes—the first being those which, faulty in their nature, were based on unsound calculations, and could not possibly succeed ; th e secon d th ose wh i ch, let their objects be good or bad, were so ill-constituted as to render it probable that miscarriages or failures incidental to misma nagement would attend them ; and the third, those which were fraudulent in their object, being started only to create shares for jobbing purposes, or to secure, under the pretence of car rying on legitimate basiness, an opportunity of raising funds to be divided amon g th e a d venturers who projected them. The committee state that, for the third class of companies, the remedy is; easy; that the compulsory publication of thenames of the shareholders and directors would suffice to baffle every case of fraud that had come under their notice ; that, in fact, the only class which could not be satisfactorily dealt with were those which were faulty in their nature, and based on miscalculations, such as 2 and 2 make 5. This act appears, therefore, to have been introduced in the belief that it was in the power of the Legislature, by its enactments, to correct every evil relating to those bodies, except those growing out of flagrant miscalculation in figures. Indeed it was then confidently asserted that a certain cure could be effected in these matters ; but I wish to show the house how ill the per formance has kept pace with the expectation held out, and how signally the machinery, which was supposed so very effi cient, has broken down in the hands of those intrusted with its working. The Joint-Stock Companies Act, 7 and 8 Viet., c. 110, however, passed. It provides that there shall be a pro visional registration—that is, that the promoters of a cora pans, shall register the names of its subscribers, their objects, and other matters of that kind, before they are allowed to allot the shares, or to do other acts that are specified, and be tween the periods of provisional and complete registration they are not permitted to deal in shares or in scrip ; and they are likewise then forbidden to do anything except for a tempo rary purpose. Next, they are required to execute a deed con taining 11 requisitp, which are enumerated in the body of the act, and 38 more that are comprised in the schedule which the registrar is to see inserted in the act. This is to bo signed by one-fourth of the shareholders, holding one-fourth of the stock, after due compliance with which formality the company is entitled to complete registration. The rest of the alt is taken np with (clauses, either dealing in minute detail with the internal government of the company, or speci fying a vast number of returns to be made by it upon different matters connected with its affairs—a provision which has turned out in practice to be totally inadequate for the proper registration of the shareholders. Such is a general outline of that measure, as far as it is necessary for me now to describe it. Upon this was ingrafted, in the last session of Parliament, the Limited Liability Act, which pro vides that, in order to obtain a certificate under the Joint- Stock Companies Act of 1844, a deed shall be executed by 25 partners, holding three-fourths of tte company's capital, and paying up 20 per cent. each, upon which limited liability shall be granted. That, then, is the state of the law at pre sent ; and of course, before I ask the committee to agree to alter it, I am bound to show them that it labours under vari ous and serious defects. Unfortunately, I shall have no difficulty in executing that task. And, first, as to provisional registration. It was no doubt intended that the law should watch over an infant company, as (if I may so express my self) it would watch over a child, so as to guard against its committing itself by doing any act that would irretrievably and permanently damage its interests before it has arrived at years of discretion, in a manner, in fact, analogous to that in which an infant in law was protected until it had attained the Now,, however reasonable this view may be in theory, it has proved to be one far too refined for actual prac tice ; for the result has been that some companies have treated provisional registration as the only registration that is necessary, and have gone on ever since without complete re gistration in open defiance of the law; while others have treated this registration (to use the language in vogue among diploma tists), as non arena, and have subsequently come out with to tally different aims and objects from those which they ori ginally contemplated. The act has, therefore, been practi cally set aside, and has no effect whatever even in prohibiting the sale of scrip, because, unfortunately, the prohibition was addressed to the Stock-Exchange, which I will not call a lawless body, for it is actuated by the highest of all laws— the law of honour; but like all bodies acting under that law, it is independent of Parliament, and therefore, although the statute says that the Stock-Exchange shall not negotiate the scrip of provisionally registered companies, yet the Stock- Exchange in this case is like an imperium in imperio, and such shares are as freely bought and sold there as though the companies were completely registered, The object which the framers of the act had iu view was no doubt a •good one, being intended to put a restriction upon half-formed and im mature companies, which are not ripe for uncontrolled action. A better principle, however, would have been to accelerate the attainment of their majority by the companies, and to declare, in fact, that none of them should be permitted to come into existence until they were able to undertake all the liabilities and duties of a company. Thus quasi companies would not have been allowed, as at present, to be started, until all the preliminary negotiations incidental to their get ting up had been fully perfected:: I should not expose them, in relation to the execution of a deed with 11 requisitions of one class to be complied with, and 38 more of another, to all the trouble and expense to which they are now subject ; and this, too, in regard to matters which the companies are quite competent to manage for themselves, and which are exclusively personal to them, the public having no pos sible interest in them. (Hear, hear.) There is also an other provision as to the subscription of one quarter of the shareholders holding oue quarter of the stock of I the company, which is deserving of attention. It was clearly established in evidence before the committee moved for two years ago by my hon. friend the member for Westbury, that for the modest consideration of one shilling, and other moderate sums, as many so-called shareholders could bo got to sign the subscription list of a com pany as the projector pleased. As this matter is one of great importance, seeing that the whole foundation of the law I am about to propose to the commit tee turns upon it, 1 will take the liberty of reading a few brief extracts from the report of the committee. I find that the registrar of joint-stock companies, Mr. Whitmarsh, who was examined before that tribunal, states very compendiously that the returns which the act requires, and which are enor mously bnrdensome and expensive, aro worth nothing—that the act is very much evaded, companies being frequently formed with no other foundation than that supplied by men of straw. I beg the house to compare this testimony with the prognostications made in the report of the select com mittee to which I have previously referred, because I cite this as a general proof of the inference which I wish to deduce— viz., that it is quite impossible for any legislation that we can devise really to protect the public in matters in which they are fully able to protect themselves. I will first refer to a very remarkable prediction made by Mr. Bellenden Ker in 1837. That gentleman is a high authority on the subject, having been engaged in settling the deeds of joint-stock com panies for many years past, and he says t— " In the consideration of this part of the subject other points of importance occur ; first, whether, previously to the formation of such partnerships"—joint-Aock companies —" it should be made requisite that a certain part of the capital should be paid up, or that there should be any regula tions concerning periodical returns of the state of the affairs of the company, or for the appointment of auditors of the ac counts by the shareholders at large. It is probable, however, that the best course would be to leave these matters te e the agreements and provisions of the parties interested, more espe cially as any measure requiring that the capital, or part of it, shouldbe paid up would be liable to evasion, and, moreover, would be of difficult application in many cases. It is also to be observed, the provisions proposed do not confer any provi sions proposed do not confer any privilege or immunity on these companies, but merely bring them within the effectual reach of the law, and only accomplish, as regards all partner ships, what is now the law regarding banking partnerships and what is frequently permitted to dempanies by private acts charters, or letters patent." , It appears that this gentleman, a man of great experience, seven yearsieefore-this act was passed foresalse and Clearly predicted that all the provisions intended to protect the public would end in affording no protection at all—that they would be at best nugatory ; and I shall show that they have been absolutely mischievous. I will next read an extract from the report of the Insurance Committee appointed on the motion of the hon. member for Westbury : " With regard to provisional registration, it appears th a t the law as it now stands d oes no t a ff or d the security which was contemplated by the act of 1844, inasmuch as the repre sentations made by the prospectuses and advertisements issued by new companies often vary very materially from the objects for which they have been provisionally registered, and there appears to be no means at present to prevent deception and misrepresentation being practised on the public in this way. Nor are the regulations required in order to obtain complete registration more perfect for that purpose. It is required by the law that the deed of settlement should be signed by share holders equal to 1-4th in number, and representing 1-4th of the proposed capital of such companies; but it appears from the evidence of Mr. Whitmarsh that this provision has been anquaulniheitsaliiyays e tLe l hv y euaag a di b oed u oLv d_ d by to m b ea n n a s v o n f ry fal i s n e n a n n ffi d e f i a n u n d t u n l e e n n u t ri s t i y gn fo a r tn t r h e n s objects con templated. e It appears also that it has been fre quently with a very there are other means of evasion, and their ing complete s (h m r "by companies commencing busi capital, and, immediately upon obtain registraton, greatly increasing its amount, which they are enabled to recourse r b s e e e t v o ad th e e d office r of the registrar,' before lion. frien It appears, then, that wtiliteheoelltp'rf'elei.tiel:'ieol,,. thatat w e should, some of the witnesses examined ther regard 01,8 co a m nd . nsittee stated, with great couraagne case, With the who to fault was h th them to be evaded any longer, , not suffer to restrictive in the law. It is always the uenough, and that laws, that there is a craving for fu l l' , m strictions you impose in the first instance . i L ati°n • The re; can still value, but you are told they do not go r may be of some be these projects if they' are meant to do any good thsre further and further. It is said t, quently originated by men of strew, " Oh,PtVeetB are froen" of the witnesses, " arra the rey; istrar with inquisitorial °46 and lot him inquire into theecircumstances and re.- Isswe. of every shareholder." nest is one suggestion. said that companies may, begin with a small ear tal is also these restrictions, and p unde r that when they have gone on for a little while with a smelt _ capital they can double or treble that capital without an, restriction. sow , can that f Are you able to say th at . y o u prevent. 7 Will companies shall not increase their capital yem empower the registrar, or any other person, to judge what capital these trading companies shall raise ? You begin by encroaching upon natural liberty, and, in order to make that encroachment effectual, you find that you must proceed to an utter deprivation of liberty, until, to carry out your prindple logically, y ou will havea take the whole management cd these companies out - ban ds of the people, to whom it belongs, and vest it in the Board of i transact its own business with others, and it is therefore not Trade, or in some branch of the Government. I leave the ‘ only for its own convenionee, but for that of the public, that committee to imagine what would be the result of such a I it should combine, so that it may both sae and be sued in ono course.. The committee say with regard to the operation of single n am e. (He a r.) It s h ould be hold as one single person, the present law— and for that reason we should throw no obstacle -in the way " That the acts which have already been passed with a of incorporation, as it is for the interest of the public as view of controlling the operations of insurance societies have much as for that of the company itself that it should be so. been rather hurtful than beneficial for the very objects they It is no privilege, but a right to be conceded, a state of mis had in view ;"—and what is said of insurance societies is chief to be corrected ; and it is necessary, because such a quite as true of others—" that an apparent compliance with company is so numerous that it would be difficult otherwise the provisions of an act of Parliament, and a certificate of to proceed against-it. (Hear.) I now propose to show that complete registration, while they have proved entirely in- the fact of a company being established on the principle of effectual for their professed objects, and no real security to limited liability does not strengthen the case in favour of the public, have afforded fa c iliti es, under the sanction of Par- those restraints and safeguards which have hitherto been de. liamentary authority, embodied in regulations administered mended on behalf of the public. What I said of incorpora by a public department, for the formation of companies and tions may be applied to companies with a limited, liability. the perpetration of frauds which could not otherwise have It is not a question of privilege ; if anything, it is right, and been accomplished." upon that ground we gave our assent to the act of last sem- So it appears that those provisions which, it was believed, sion. The principle is the freedom of contract and the right would have worked a certain care have been the very means of unlimited' ssociation—the right of people to make what by which fraud has been perpetrated. contracts they please on behalf of themselves, whether those " And it has been further contended that it is impossible contra c t s may appear to the Legislature beneficial or not, as to make such regulations causistent with the free develop- long as they do not commit fraud or otherwise act contrary rent of private enterprise, which, so far as the public is con- to th e general policy of the law. It is easy to make any corned, will not prove more piejudicial by lulling private thing a privilege. If you deny a man the most ordinary right, prudence and vigilance than beneficial in respect to any in- it becomes an inestimable privilege. The process is this—it creased security which they can confer." begins with prohibition, then becomes a privilege, and last of It seems, then, upon the opinion of very competent witnesses all a right. Till 1825 the law prohibited the formation of that these acts, so far from having been a means of prevent- joint-stock companies. From that time to the present it has ing fraud, have only afforded facilities for its commission, be- been a privilege, but we new propose to recognise it as a cause fraudulent persons have availed themselves of the sort right. So with limited liability ;at first it was prohibited. of prestige which is gained among ignorant people by a pre- Then came the statute of the first year of Victoria, which sumed association with the Government, and have announced gave the Board of Trade power to relax the law in certain companies as " established by act of Parliament," or as "pro- cases ; and, lastly, the act of last session extended the privi visionally registered," and have thus given them a colour of lege, but still imposes restrictions. Having thus gone through respectability. It therefore appears to me that when the Go- the first and second stasees—prohibition and privilege—we vernment attempt, by a system of artificial restraints, to test propose now to take our stand upon the only firm foundation the worth of any commercial undertaking, they endeavour to on which the law can be placed—the right of . individuals do what they are not able to accomplish. Indeed they leaner to use their own property and make such contracts as they have not the means of effecting such an object. The formal re- please, to associate in whatever form they think best, and to 1 straints which they devise can be complied with by the honest d ea l w ith their neighbours upon such terms as may be satisfac trader, who requires no certificate, and will be evaded by t or yt o both parties. The restrictieushitherto placed upon trade the fraudulent, who laughs at such restraints. Bat not only ing companies were intended to effect one of two objects, do these provisions prove nugatory : they serve as traps to the either to secure the stability of the company or to unwary. They give credit to unsound and unsubstantial -prevent fraud. Is there anything in the nature of companies concerns, and in a great degree facilitate the very frauds with a limited liability that should make them less stable or viclich they were intended to prevent. Having now described more fraudulent than unlimited companies? I should say the acts which we propose to repeal—for the proposition of the contrary. (Hear, hear.) Fraudulent people will never the Government is to repeal both these acts and the Limited form a limited liability company. Their own liability, of Liabilities Act of last session—it may save time if, before I • course, is a mere bagatelle, unworthy of their notice. What state the details of the measure which I shall ask leave to in- they desire is a large credit, and to obtain that they endea - troduce, I explain as briefly as I can the principles upon which your to get as many persons as possible pledged to the utmost we believe that future legislation should be based. We en- extent of their fortunes. It is plain that to such people an tirely repudiate as the basis of legislation the principle upon unlimited liability is a hundred times more advantageous which the present joint-stock companies acts are founded, than a limited liability. A companY formed on the principle that it is in the power of th e Gov ernmen t t o prevent the in- of limited liability carries on the face of it something like stitution of fraudulent companies. We do not believe that it prudence and caution. Its shareholders seem to say, "We is in the power of the Government to supersede the vigilance have entered into a partnership, but it is impossible to tell of individuals, who are ac t uated by the strongest personal in- what may, happen, and since the company may fail we will terests ,to detect these frauds ; and, although Ido not mean not risk all we possess in any commercial undertaking what to say that many frauds will not continue to occur, I believe ever." Such is the, nature and composition of a company that is a necessary incident of a large commercial society, a n d whi c h is supposed to offer such facilities for fraudulent pme that it is an evil which cannot be met or cured by way of an- tices that it ought to be subject to restrictions which can be ticipation by any legal enactment-whatever. Ido not think justified only on the ground that fraud is actually intended. it is a fair or right principle to embarrass, perhaps a hundred Nor have we more reason to doubt the stability of a limited honest, sound, bona fine concerns, in the vain and futile ef- than that of an unlimited company. Nobody can tell -fort to correct the hundred-and-first, which may be of a con- a priori to which thu preference in that respect may belong. trary character. (Hear.) I think that in su c h a cas e, with The stability of a company depends upon two things—cha the view of doing a little good, you would do enormous rector and capitaL But the character of a limited company harm, and you would set up a principle inimical to the well- may be quite as good as that of an unlimited company, and being of civilised society, for, unless we deal with each its capital may be as large. People confound unlimited with other upon some presumption o f confidence—unless we infinite, and think that the capital of an unlimited company assume that a man is honest until ho is proved to be a rogue is generally large. There could not be a greater mistake. —the disruption of human soc i e ty mus t n ece s s arily follow. A limited company may have a capital of one or two millions, Fraud and wickedness are not to be presumed in individuals, while an unlimited company may hot be worth a thousand Why, then, when individuals are united together in society, pounds. The - capital of the latter is raised with difficulty ; should fraud and wickedness be presum e d i n th ose societi e s, that of the former, owing to the terms of subscription, will which, after all, are but an aggregate of individuals, but indi- be larger and the borrowed money less. Hence it follows that viduals in the ease of each of whom there is the presumption the limited will be Wore stable than the unlimited company. of innocence ? We must base these laws upon the principle by My object at present is not to urge the adoption of limited which human transactions are guided, and the rule upon which liability. I am arguing in favour of human liberty, that men in business everywhere act i s th a t p er s on s are to be people may be permitted to deal how and with wham they treated with confidence until s o m e thi ng i s p rove d against their choose without the officious interference of the State ; and character. The commercial intercourse of countries and of my opinion will not be shaken even though a single limited w th e i r s e g a r d ea op t t c e i d ty . and m em ay pi f iae r c th ou er ld o n b o se t ry go e tahecaeontrraearytrarioutlea shouldcompany may not be e s t a bli s h e d . I t i s right the experiment be tried, and i n m y j u d gment the principle we should upon the creation or i ns tit ut i on o f commerc i a l concerns tend adopt is this,—not to throw the slightest obstacle in the way t o h n a t if very much to delay, and in such matters delay is fraught with of limited companies being formed, because the effect of that danger. While a company is inchoate—before it is formed— would be to arrest ninety-nine good schemes in order that the the rights of parties are ill-defined, an d res t upon no strong or bad hundredth might be prevented, but to allow them all to assured basis. That is, no doubt, the evil which was intended come into existence, and when difficulties arise to arm the to be remedied by provisional registration, but I take it that courts ofjustice with sufficient powers to extrava such an evil is n o t t o b e cure d b y l aw. Ri g ht s are un d e fi ne d , i n the management of compaienies, and s to save check emiro t h e e because men do not know w h a t th e i r r i g ht s are , an d th ere f ore wreck in which they may be invol ve d. That is the only, way cannot define them; and they often incur responsibilities 'an- in which the Legislature should interfere, with the single ex •knowingly, and are plunged into difficulties and embarrass- ception—a very essential one—of giving the greatest publi ments which they would have avoided had they been able to city to the affairs of such'companies, that everyone may know form their companies at once, and proceed immediately to ac- on what grounds he is dealing. ( clear.) I now come to ca tion. The crisis of monetary affairs in which a company has plain the provision:tot' the bill which I propose to introduce. been formed passes away, and it has to be organised under cir- The acts we propose to repeal are the Joint-Stock Companies curnstances under which probably no one would have thought Act, the Act amending the same, and the Limited Liability of establishing it ;or those by whom the company has been pro- Act of last session. The new bill has a double principle—com jectecl are in a difficulty whether to abandon the undertaking pulsory and permissive. The compulsory clauses provide that and to return the money, or to attempt to carry it on. Every all partnerships consisting 'of more than 20 members, and man of business must know that any delay in the formation of established for purposes of gain or profit, shall be incorporated a company is frequently attended with such results. It is not for for the benefit of the public, and in order that any legal pro any fancied security, for anysupposed advantage, that weoaght ceedings in which they may be engaged may not be unneces to lay restrictions on the freedom of mankind iu matters like sexily delayed. (Hear.) By the second part of the bill all these, and so far as we have yet gon e it would be impossible to partnerships or associations consisting of more than 6 and less show anything that comes near to a necessity for the imposition than 20 members, having gain and profit for their object, as of such restrictions. The only ground on which you can defend well as all associations whatever, whether established for edu such restriction is that it prevents fraud, which you have cation, religious or any other legal purposes, if they consist no right to do, or that it secures stability, which it is impels- of more than six members, arefpermitted to avail themselves Bible by any Government regulations whatever to attain. of the benefits of the act. There are two classes of companies I shall now proceed to consider the nature of the restrictions omitted from this bill. I say 'EIS - with regret, but it has been imposed upon companies, and to show how little validity done in adherence to the principle on which the measure has they have either in fact or in argument ; and, in the first been framed—to confine ourselves to the amendment of the place, with respect to the payment of a certain amount of Joint-Stock Companies Act, and to the application of capital. I admit that in the case of railway companies the limited liability to large and small partnerships in the most principle of enforcing the paying up of a certain amount efficient manner, without interfering in difficult questions of capital is a good ono, because it affor as a protection, to the such as those connected with banks. Banking companies public—the capital being ready for eao purchase of property, have an act of their own, and therefore we do not propose or to be returned to the depositors if the concern is not car- to include them in the present bill, though, individually, I ried out ; and it is only reasonable that men who come to should have wished to apply the same law to all companies. Parliament, asking powers to take the property of their (Hear.) The second exception, which I also regret, relates neighbours, should give evidence of their sincerity by paying to insurance companies, which have been omitted in defer up a pprzion of the amount requ i re d . ( Hear.) But the case once to opinions that we are bound to respect. Ido not is quite different with regard to other concerns. Taking the think that the provisions of the bill will ever be applicable to Limited Liability Act as it now stands, it is required that 20 companies established on the principle of mutual insurance, per cent, shall be paid up of the amount of subscriptions, which are not joint-stock companies at all, but lam con and that the fact of such payment having been made shall be winced they might be applied with advantage to other kinds proved by a declaration made by two of the promoters. Now, of insurance companies. We have omitted them, however. in the case of bona fide companies I can imagine nothing in deference to the opinion of a select committee of this more embarrassing than this. lt involves such companies house, which sat on the subject some years ago, and which in a great deal of difficulty, and I have strong complaints declared in its report that the business of insurance com from various quarters of the difficulty and embarassment panics differed so much from that of ordinary companies that which have been experienced in forming bona fide companies it was desirable to repeal all the provisions of the Joint-Stock from this cause alone. (Hear, hear.) This provision was Companies Act, so far as they related to insurance societies, not meant to hit the honest, but the fraudulent ; but it is evi- and to deal with them in a separate measure. I will now dent that fraudulent companies can easily evade it, for they state how the company is to -be formed. We abolish the have nothing more to do than to get two of their promoters present system of registration, and every company affected to make a declaration to the effect that the amount of capi- by the act is to sign a document which they call in America tal required by the statute has been subscribed, no power " a certificate of deposit," but which we propose to call a being given to inquire whether it has been really subscribed " memorandum of association and registration." That docu or not—(hear, hear)—so that while you are annoying and ment is to be signed by at least seven shareholders ;itis to embarrassing bona fide concerns, you are not in the least de- contain the name of the proposed company ; to state the ob gree placing a check upon those that are fraudulent. On ject of the company; whether it's 'to -be limited or unli the contrary, if they succeed in satisfying the Government, mited; the number of shares into which it is'to be divided ; they obtain a spurious merit to which they are by and, if the comeauy is limited, the word "limited" is to no means entitled. (Hear, hear.) By this enactment appear. That document is to be filed with the registrar, also you are teking the business of people out of their and upon its being filed the company is to be entitled to own hands. It is often a disadvantage to a concern registration, from which it follows that it is incorporated to start with a great amount of paid-up capital. (Hear.) and possesses all the privileges of a corporation, with the Sometimes, for example, the money may be wanted for the right of suing and being sued. The next step relates to the purchase of mines, which it may be desirable to acquire at deed of settlement. We have prepared and appended, in the very outset, but f rom th e s t a t e o f th e law a long time the schedule of the act, the bylaws of a company, which we may elapse before such a purchase can be concluded. What call the " articles of association." We have taken them worse thing can you do for a company in such a case than to from the ordinary rule; adopted in joint-stock companies, require that it should pay up a large portion of its capital ? and have applied to them the principles of the Railway (Hear,) It is highly injurious in two ways. In the first Consolidation Act. When those articles appear to be appli place, it imposes on the directors a temptation to steal, cable to a company, t!ley may be adopted bodily without any (Laughter). They have got the money and dont know what expense ; but if it should turn out that those rules are not to do with it, and in such cases it is apt to stick to people's applicable to a particular company, the company wil! have fingers. (Laughter). In the second place, it very often per- the power of filing a document with their memorandum of petuates the abuses of unsound and unwise concerns after association, either specifying the whole code which theyhave the • fallacies on which they may have been based have been agreed upon, or enumerating such of the rules as they do not found out ; because those who have the money and are, adopt, and giving those which they substitute for them, perhaps, making a good thing of it think it would be sparing There is no compulsion, therefore, in the matter. We leave the Egyptians to return it, and thus they go on employing companies to form their constitutions as they please ; but if the capital of the shareholders, often to their own destruction. the constitution proviled by the act be suitable to the pro (Hear.) I shall say no more on the subject of capital required motors, they will have the advantage of being able to adopt to be paid up, as I think I have said sufficient to show that it without expense. Next, as to the register of shareholdeill, it gives no safety or security to the companies on whom it is The present mode of attempting to keep a register by means imposed. But there is another point on which I have the of the public registrar has, as hon. gentlemen arc no doubt misfortune to differ from sore gentlemen in this house, for aware, entirely failed. We propose, therefore, that the con whose opinions I entertain, the greatest respect, to which I panies shall be Compelled, themselves, under penalties, to keep shall for a moment advext. There are many who would not a register Of their own shareholders, which shall be accessible require companies to pay up a certain amount of capital who to the Public at reasonable hours; and that that register shall yet think it necessary that this House should fix the amount be aanclusive evidence as to who is a shareholder and who is or number of ahares. I now beg to observe, on this part of :sot. This will enable us toget rid of all those embarrassing the subject, that I think such an interference is whorl ' •ey questions as to what Constitutes a contributory, which are fre unueessary, and would be productive of-evil. What eeeesses quently found to be so perplexing in winding up cases. The strongly on my mind, and i s veith me one of the most clauses as to the management of the company I pass over, be pow, arguments a ga i ns t it , i s th a t these eompanies are cause the management we leave to the companies themselves. much desired by the poor, and that there, are many things Having given them a pattern, the State leaves them to manage in which they take an interest, and wit' regard to which it their own affairs, and has no desire to force constitutions upon would be desirabl e to obtain theme co-operation, (Hear.) th ese little republics. W require, however, that a Thera are are vario us ma tt ers that ehey would often be inclined sheet, which shall contain certain items, shall be filed every to connect them se l ves with, telt if you fix a Large am oun t for year with the Registr ar of Companies ; and, as we prescribe shares this natural wish it. would be impossible to realise. I a form, we shall at least succeed in obtaining an uniform have in my possession letters from persons of that class who she e t, so th a t the shareholders will be able to compare the are desirous to establish, for exampl e , a cotton mill by means accounts of succeeding years and to gather some informs of a company with 1/. shares. Ido not say whether such a tion from them. (Hear, hear, hear.) I now come to a new scheme as that will succeed or not. It may or it may not. I clause, which I hope may be found to be of great bone am afraid these co-operative undertakings have not been, gene- fit to companies in distress. It shall be lawful for share rally speaking, prosperous ; but, whether that be so or not, holders ' holding one -fifth part of the shares of any com-_ can we imagine a more impolitic State of the law than that pany to apply to the Boidel of Trade, at their own expense, Which permits associations to be formed by the rich, but to have the affairs of the company inspected ; and the Board denies them to the pee r ? (Hear„ hear.) When w „li o , o f Trade may, according to their discretion, appoint inspectors those who are possessed of capital to establish companies for to investigate the affairs of the company, and to m Ike a re their mutual benefit, and when contests take place between, port, which report shall be the property of the persons who capital and wages, shall we not all ow th e workmen to enter pay for it. This proceeding will not necessarily be attended upon the formation of companies for themselves, because we with any publicity It is borrowed ins some degree from the think it right to fix as the amount of shares a span larger New York code; but there is this difference, that in New than they can possibly raise ? (Hear, hear.) Let them try York the application is made to a court of justice and there the experiment or they never w ill b e sa ti s fi e d ; and be assured fore involves, as a matter of course publicity and expense ; that there can be no more fl agrant spec i men of law than that whereas we propose that the application should be to the which givei facility to the rich and exclud es th e poo r fr om discretion of the Board of Trade, and it will not necessarily combining in any matter of trade or for any legitimate object entail either the one or the other. This is a very important that they may demand. (Hear, hear,) Take, as another provision, and it will do More, I believe, to remove the real example, the truck system. Wiles can be a more natural grievanees „ tinder which shareholders labour than any restric remedy for people who find Lira Wes the only shop to which tions weat could b e i mpose d upon the formation of companies they have access they are ebaated by having to pay a price , wear, bear.) W e propose to repeal the existing Winding-up , far beyond w h a t i s fair , :4nd ju s t, th a t th ey s h ou l d j o i n ea- Act, which has not worked very satisfactorily, and to replace gether their small earnings, in order to save themselves from that act by a new ono. The following are the terms upon the overcharge, and the adulteration, and all the opprasions which we pro may be wound up :—A pose that a company . to which they are subeected I Hear,(hear,) - I shall deeply company may be wound up by the Court whenever i t is un regret if it is no :e the polioof this able y measure which 'we are prepared to lay before it this for the benefit of the ' shareholders, shall be taken to be ay on It matter—a in:iasure which I b e li eve t o be cast in a spirit of " for the benefit of the shareholders " whenever three-fourths presscompreheresive liberality ;' or if any diffic u lt y s h ou l d b e e e. in number of the shareholders; holding half the capital, de ed as to giving facilities to poor persons in the conduct clam so in publi • bled • whenever the company c meeting assembled , . eairs of which, they themsel ' for the s ace of a yes may be expected to os does not commence or suspends its business p th .e best judges. (Hear, hear.) The onl which whole Year; whenever the shareholders are reduced in nun-' argumea t f have heard against these small share COreapan''' . - that they ber to less than seven • or whenever it is declared by the will lead to gambling. It is not imaassite 0 11 Is' this to Couh that it is for the interest of the shareholders, and not that may . some extent be so ; but if we were Co - "' wound injurious to the public, that the company shall bo . refrain from legislation on all matters that might possrol- %. taken to be "unable to pay its e y lea - dto gambling, the con- tip; and a company shall be sequences would be more ce _ emPrehensive than at Bret si ht a . debts" whenever it neglects for three weeks to pay a debt might be imagined. On .. e s es aes, login e with respect to which a notice has been served, or whenever burning haystacks lei' Principle we should by (Laughter,) If w - 4 People should d raw street!! out of them, , execution has issu e d upon a jud gmen t d ecree . Th e applica the people in i to let alone I tion for winding up i s to b e by p e titi on. B o th parties wi 1 . all offences and restrain , e _ ~1 d were , o 3 exercise of all their privileges lest a bad use / appear t etfOri, :h` Court, (and the case will be heard and shouldr! De - Anade of them, we s h ould soon as a people be de. I decided; and the Court 'will be e n i p o7flred to order either Five et - everything that we now hold as valuabl e . (Hear.) I that the company b e woun d u p absolutely, or the; It 44 , 11 be 1 c :.ffile now to another su bj ec t , and that is as the question ! wound up unl ess it s debts be paid within a certain bolo. affects great incorporations. It is usual t o say that, as these i This may appear t o b e a r ather summary proceeding against pmPanies come to the Legislature for favours and for privi- i companies, but it m us t b e remembered that we propose to teges, we can impose upon them what terms we choose—that I abolish the right of sui ng individual members of companies , we can make th em submit to whatever restrictive or injurious and to require that units shall be only brought against the law we like, Now, I protest aga i nst t h e use of t h e wor d ; companies themselves, In fact we make these companies cor e'ePrivileee " in such a case as this, (Hear.) In matters of I porations, and we e n d ow th e m with the attributes of cOrP° - raMeree and exchange of buying and selling, and of con- 'rations. Thiais a alteration of the law of considerable ins tinct, it is i 'I n b e any privileges, (Hear.) that under a just Government there ca n portance, and r think that it is jets ;ified by these considerar before telaw (Hear.) All associations ought to be equal tions :—Suppose a c ompany o f large capital, it is clearly for toand there can be no greater injustice than for I the interest of everybody that, if it cannot pay a debt of h let a Government' elation on the ask for any und ue exactions from any asse- it should be womed up, and I think that there can beno harm above their fellow s hand, or to give to any of them advantages , in winding up a company so summarily when we look at the f privilege. A a o i W i s on the other. - (H ear .) Bat there is no I analogy of the bankrupt Saws. The fact of lying in prison andos: iu the lightef P an Particular incorponstion is just to be considered 1 21 days without Paying a :debt is an act of bankruptcy, weeks the public that tho h :vidual, and it is for the advantag Ie of eve propose that the non-/ myment of a debt for thro v e legal iuCtuater that eOrleeratiou takee placo. It is a sort of I shall be an act of bankrue Ito) , in the case of e cempan.. .When s eauano without the recoguitioh ot lityr • 6 MAU 16 hZlable tO pa 4j olfgiitOrs ill fa they 4"" g 4114 - " - - ? g —' • - of joint interest in him : the failure of their absolute rights sets up relative rights and makes them a sort of quasi corpo ration ; but in the case of a company not only the creditors, but the shareholders also become a quasi corporation, and the bankruptcy principle is doubly urgent and calls doubly for ap plication. (Hoar, hear.) Iu the case of companies, with either limited or unlimited liability e it is desirable for the general good that a eredi or should be prevented from the assertion of his private rights when the whole body of creditors have an equal interest in recovering from the company. Under the circumstances, therefore, I apprehend it would be wise to de prive parties of the power which they now p ssess of suing individual members of the corporation, but in order to com pensate for that we ought to give them a more summary and compulsory remedy against the companies in their corporate capacity. It is also proposed that a company should have the power of voluntarily wiuding up its affairs whenever 3-4ths in number of the shareholders, assembled at any extraordinary meeting held for that purpose, and holding not lees than one-half in the capital of the company, should pass a resolution for that purpose. And it is likewise proposed that this part of the act shall apply to all joint-stock corn panics, so that there shall be one uniform law with respect to such companies, whether formed before or subsequently to this act. I understand the hon. member for Paisley, who was such a strenuous opponent of the bill of last session, has expressed a wish to know to what extent the Limited Lia bilities Act has been made available in the commercial world. I am afraid I should find it difficult to satisfy the hon. gentle man by any answer I may give him. Suppose I were to say that very few parties have taken the benefit of the act, the reply of the hon. gentleman, no doubt, would immediately be—" Yes, so I proph es i e d ; your wretched principle has broken down." If, on the other hand, I were to toll the hon. gentleman that a great many parties have availed themselves of the provisions of the act, he would, no doubt, with equal earnestness exclaim, " Hero is the beginning of th e e nd ; h ere is your splendid scheme ; here is a vast commercial ruin !" Therefore, sir, I cannot give the hon. gentleman any sangaine h qee as to the operation of that act. But I will state to the house what has been done. The number of companies which have been provisionally registered under the Limited Liabi lities Act is 121, of which three only have failed. The com• panies provisionally registered bofore the passing of the act, or which had taken steps to be registered, were in number 13, of which only one failed, The whole number of companies which have applied to be registered under the act is not less than 142 ; but the recent commercial crisis has prevented many of them from paying up their capital, and many others have been, from other causes, unable yet to carry out their objects. Having, sir, now gone through the various provi sions of the bill, I would observe that, if any hon. gentleman thinks that in this measure we have gone too far iu leav ing men to their own individual will and wishes, and that we have done in the way of Government interference too little, I hope he will remember this—that, among all the Govern. ments that ever existed in the world, probably, there has never been one which erred on the side of giving too much freedom to commerce. In the glorious reign of Louis XIV., when Racine, C.erneille, Fenelon, and Bossuet flcurished and adorned the age, commercial men were So grossly ignorant of the true principles of commerce that the French Government actually prohibited the manufacture of goods except of cer tain patterns —more especially of textile fabrics; and those things which were not made according to the prescribed form were nailed to the publ c gallows. That ought to teach us how cautious we should be in placing confidence in, or being led by, the authority of any man apart from principle •; it ought to teach us how much those matters which we have been in the habit of regarding as sure and certain are the effects only of prejudice, and it ought to make us more an xious to do honour to the principles on which all human transactions are founded, (Hear, hear.) When the politi cal economists say "Laissez faire," they do not mean to say " Leave 'all matters to blind chance ; let everything go on as it may." What they mean by laissez faire is th 4, we are not to interfere with human laws where other laws are so much wiser. Man, sir, with his free will, his caprices, and his errors, is as much under the rule and government of a natural law as the planet in its orbit, or as water, which always seeks its level. Those laws, planned with wonderful sagacity, have the power of correcting and of compensating errors, one extreme invariably producing another, dearness producing cheapness, and cheaprs ss dearness; and thus the great machine of society is constantly kept oscillating to its centre. These are laws not made by a House of Commons ; and before any Legislature steps in and attempts to correct them, it would be well that it should consider whether any human wi dom can with advantage interfere and devise for a complicated state of things a better code. Who could have imagined it possible that a state of society resting on the most unlimited and unfettered liberty of action, where everything may be supposed to be subject to blind free will and arbitrary discretion would tend more to 'the prosperity and happiness of man than the most matured decrees of senates and of States ? These are the wonders of the science of political economy, and we sluiuld do well to profit by the lesson which that science has taught. That lesson is comprised in the words of your committee :—" To interfere with and abridge men's liberty,' and to undertake to do for them what they can do for them selves, is really lulling their vigilance to sleep and depriving them of that safeguard which Providence intended for them, and instead of acting as we ought to do, as, their guides and instructors, we are helping fraudulent men to mislead and delude them. (Cheers.) The right hon. gentleman con cluded by moving for leave to bring in the bills. Mr. COLLIER expressed his thanks to the right hon. gen tleman for the extremely able and comprehensive speech which he had just delivered on a subject of the greatest com mercial importance. This was one of two measures in con nexion with law reform. It was a measure of a right sort, and he wished there were more of them. It was founded on au intelligent and intelligible principle ; and it carried out that principle. As far as he understood the object of the first of the two bills, it was that the nian who contracted a debt should pay it and no one else. If a' man sold goods to A, knowing nobody but A, then A alone should be compelled to pay the debt. But the law, as it present existed, said that if B had furnished A with means to carry on his business, B might receive interest on his money at a rate, however, usu rious, without incurring any liability; but if, instead of re ceiving interest, he received a portion of the profits of A, that then he (B) should be liable for A's debt. Why should this be ? It was impossible to distinguish between the two modes of remuneration. And was it not far better that a man should be allowed to share in the profits, whatever they might be, than to receive from the trader a certain amount of interest, whether the profits would admit of its payment or not ? The second bill related to partnerships, and its principle affected all associations known under the denomination of joint-stock companies, such as railways, dock companies, and other enterpries, in which a large amount of ca pital was invested. Strange to say, these companies, instead of being looked upon as a great national good, had been re garded as public nuisances by our courts of law ; and although they had been recognized by the Legislature they were sub jected to many severe restrictions. The bill now introduced would put all companies on the same footing, and the great principle of the bill was that any number of persons were at liberty to associate, provided they gave notice of the terms on which their company was formed. This was a valuahle principle, and he begged to renew the expression of the great satisfaction with which he had heard this comprehensive mea sure propounded by the right hon. gentleman. Mr. MALINS observed that the subjects which had been suggested by the right hon. gentleman were of the highest importance as affecting the commercial well-being of the whole community. The bill passed last year was so erroneous in its construction, so fraught with restrictions, that he rejoiced ex ceedingly to find that the right hon. gentleman had taken the earliest opportunity, of repealing it. The right hon. gentle man appeared to have arrived at just principles, that men should be perfectly free as to the contracts they might choose to enter into, but it was the duty of the Legislature as; far as possible to give the greatest facilities for ascertaining es - 2sat those contracts were. With the, principle of the first bill propounded by the right hon. gentleman he (Mr. Malins) en tirely concurred, believing that a proper course was taken in overruling, by Legislative enactment, the absurd decision in " Waugh v. Carver." He rejoiced that the time had arrived when the rational principle would be adopted—that a man should only have that for which he contracted. He thought it most reasonable that facilities should he afforded for loans. The usury laws, as far as related to land had been repealed with the general concurrence of the na tion, and, having removed those restrictions as to the rate of interest, irrespective of the nature of the security, it was a proper consequence that a man should be allowed to place his money in commerce upon the same principle. With re spect to the greater measure relating tojoint-stock companies the right hon. gentleman had explained it with great clearness and detail, and he (Mr. Matins) would be r ady to give his best assistance to carry the general principle it embodied, As to some of the details some difference bf op nion might pose bly arise, and upon two or th ree po i n t s h e en t e rtained considerable doubts, which he should take another opportunity of stating. He would just mention that, while concurring in the propriety of compelling each company to possess a register of its own shareholders which any person about to deal with them could inspect, he could not agree with the right hon. gentleman that such register should bo accepted as conclusive evidence. There might be mistake, and even fraud, and, if a man's name appeared erroneously upon a register, it would be great injus tice to render him thereby liable for the debts of the company. With regard to the great question of winding up, ho would observe that since 1848, when the Winding-up Act first passed, that measure had caused more litigation and more ex pense than any other subject of discussion in the courts of law, and lee might add that never had there been an act which had led to more injustice through misconception. A great por tion of the litigation had arisen from the construction placed upon the act by. Lord Chancellor Cottenhane. overruling, the decision of that distinguished judge the then Vice-Chancellor Ku ght Bruce, who had held that the act did not apply to those abortive companies which had attempted to construct railways. The overruling of that decision led to litigation for years in order to settle who were contributors, and after all the time and expense the matter was settled upon a simple point. In the case of a company such as the meas sure of the right honourable gentleman was intended to apply to, if it were desired to wind up, and there had been a fair and just course pursued, the bill,- he believed, would work admirably, removing the imperfections which at pre sent existed. He concurred fully in the principles of the bill which abolished the right of suing individual mem bers of companies, and that, when a company was un ab'e to meet its engagements, or delayed discharging its lia bilities when called upon, that should be taken as evidence of its being unfit to continue in operation, and should render it liable to be wound up, Ho presumed it was the intention of the right hon. gentleman to refer such cases to the court which had now the conduct of them, and that their accounts of the assets of the com p an y an d it s li a bilities should be take" if f nd and, believed the th y o r former nthe r eipei were aetreeab right was carried calculatedal re distributed ou tt tao apt the produce deoaxnatgee theextent great .we creditors.aht which good, othd, e safe. He would not dwell longer at that moment object of the right which boonhon. g ob e a n oun t t l h e edmiatn and commercial re proposed nder l t n o d i ots, community lie wouldfuture h course r mm conferoevnl intelligible greatest odetails,t taenrt n but, repeating his concurrence with th t e h o e ire .attaining f l great that phloana.augreentlienmaonfieihmegeohuiald best t y aasbddiattahance prehensivo statesmanship' of the right hon. gentleman. (Hear.) Mr. WIIITESIDE asked whether the bill would extend to all parts of the empire ? Mr. LOWE replied that it would extend to Ireland. Mr. CARD WELL said, that knowing the difficulty, the complexity, and the extent of minute detail of the subjects which must have come under the notice of the right bon. gentleman, he was desirous to express his great satisfaction that the measure had fallen int o suc h able hands. If he understood rightly, his right hon. friend would repeal several Acts of Parliament, most of which had already led to very great inconvenience and difficulty, both in the courts of law and in commercial transactions, and consoli date the law in a single net, so as to give lawyers and com mercial men the utmost facility of reference. The Act for the Registration of Joint-Stock Companies was passed at a time when much of the experience they now possessed had not been obtained, and it contained many provisions of superabundant prudence, which really gave no protec tion against the evils they now sought to remedy, but created a fictitious security in the minds of the public, by inducing them to trust to Parliament instead of exercising that caution whicti they alone could effectually use His right hon. friend would repeal all the complicated provi sions with regard to provisional registration, and there would be a schedule to rho act in which would be contained the ordinary forms according to which companies, without the least expense or fees or any legal expense, could be constituted. These were the most valuable provisions of the measure, because these two points were Bemired first,. that any company could be incorporated without expense ; and, secondly, that if any company adoptel different rules and regulations from those in the sche dule under the act attention would be attracted and caution excited in the minds of the public, so as to lead them to - inquire whether such variation was reasonable or not. He understood that his right hon. friend incorpo rated the Winding-up Acts, which, though passed for a most useful purpose, had given rise to very extensive liti gation, and so incorporated them as to take away the causes which had led to litigation, thereby securing to the public the benefit of those acts without the difficulties which had caused them to be regarded with disfavour in the courts of law. Tho act passed last session with regard to limited liability was also to form part of the new scheme of legislation. There was no objection pressed against the Limited Liability Bill last session which had greater weight with the house than that it ought to bo accompanied with extensive changes and consolidation of all the laws aff.rct ing joint-stock companies. He congratulated his right hon. friend that that objection would now be removed, and that the law with regard to limited liability would form part of a well-considered system of legislation. It would be idle to enter, at that moment, upon any controverted points in the question of limited liability ; but, as he understood, the principle laid down by his right honourable friend was this--that limited liability was not a matter of privilege or right, but a matter of contraot and notice, and that no injury could be done to airy per son who had full notice of liability being Ii (niter'. It was notorious that under recent legislation there had been a great growth of dishonest companies, which disgraced commerce and lessened the respect of the community for the law of this country ; and if his right hon. friend suc ceeded in amending the whole law of joint-stock companies, which had led to such a result, he would identify his name with a work of which any man might well be proud. (Cheers.) Mr. J. G. PHILLIMORE wished to add his feeble tribute of approbation, both to the principle of the measure and to the remarkable speech by which. it had been intro duced. He attributed all the evils of the present system to judicial legislation ; and, with the greatest respect for the ju :ges, he expressed his opinion that they stepped out of their province when they interfered in those matters which more peculiarly belonged to Parliament. (Mar.) Resolutions recommending the introduction of the bills described by the right bon gentleman were then agreed to. The house resumed ; the report of the resolutions was made and agreed to ; and Mr. LO WE introduced the bills, which were read a first time, and ordered to be read a second time on Wednesday neat. The house adjourned at half-past 8 o'clock until Monday. RAILWAY TRAFFIC BET URNS. TRAFFIC RETURNS FOR THE WEEK. Miles Receipts. opened, NAME OF RAILWAY. 1856. 1856. 18.55. BRITISH. X I £ 115 Aberdeen .. • • •• • • •• , 2 838 •,2,546 37% Belfast and Ballymena ••..••••• • •• • • 822 725 17 Belfast and County Down.. • • •• 33 Birkenhead, Lancashire, and Cheshire 1,783 1,683 2636 Bolton, filackbarn, and West York .. - 117 Bristol and Exeter 5,484 4,957 191 q Caledonian._ 11 ,677 10,886 904 Chester and Holyhead. 3,981 3,810 83b Cork, Blackrock, and Passage •• .. 149 124 20 Cork and Bandon • • .............. 193 199 56 Dublin and Belfast Junction 965 780 63 Dublin and Drogheda.• • • ......... 1,237 1,188 7% Dublin and Kingstown .............. 722 546 16% Dundee and Arbroath •. • 481 430 31 Dundee, Perth, and Aberdeen Junction 891 759 36 Dundalk awi 67% Eaet ...„ ............ 880 749 93 Eat Lancashire 5,361 4,520 417 Eastern Counties and Norfolk.. 21,446 17,899 Eastern Union 142 Ediribiugh and Glasgyfr ..• •• 4.319 4,235 78 Edinburgh,-forth, and Dundee...-. 2,790 2,5u5 6 Exeter and Crediton....,,,. 22 Farness Railway 183% Glasgow, and South-Western•• ...... 5,333 5,086 283 Great Northern. 20334 Great Solrthern and Western (Ireland) 5,732 5,463 365 Great Western •• ..........., „. ,„ „. 27,154 19,024 25 344 Irish South Eastern 267 159 90 Lancaster and Carlisle 5,330 5 248 286 34 Lancashire and Yorkshire-- ........ 19,633 17,625 - Leeds Northern • . • 168 Liverpool, Crosby, and Southport.... 553% London and North Westera 51,133 41,373 5% London and Blackv:sll.• 1,267 1,030 183% London, Brighton, and South Coast.. 9,676 8.351 2G7 London and South Western. •........ 12,380 10,604 60 Londonderry and Enniskillen 566 b 45 - Manchester, Buxton, and Matlock, &c. - 173% :11anchester, SNefilcid,and Lincolnshire 8,117 8,179 934 Manchester awl South Junction.... 670 626 2.3 Maryport cud Carlisle .• • • • • •• 853 827 498% •. ••.. • • ............. 2 - 3,816 24,972 12634 Midland Great Western (Irish) ...... 3,212 r , 2,634 37 Monklands • • • • •• • • •• •• • • • - • • • • • • • • - - 78 14 Newcastle and Car1i51e.............. - I - 149 North British .... • • • • • • • • .. • 4.737 4,496 - Worth Staffordshire • • •..... •.... 47 North-Western .... • 847 855 87% Scottish Central ...... 2,515 2,299 34 Scottish Gi1d1and•......... , 29% Shrewsbury and Birmingham ...... 1,293 1,085 48 Shrewsbury and Chester 2,491 1,766 30 Shropshire Union .. •• • • 704 712 57% louth Devon ••••• • .• .. 280 South Eastern•• •• •• • • 14,843 11,733 162 1 % South Wales .. ••.. • • 5,368 4.39 97 South York.. Doncaster, and Goole .. 1,713 1,437 39 Taff Vale . ..... ................ ,„ 3,028 3,545 77 Waterford and Limerick 904 171 27% West Cornwall .... • • 553 490 12 Whitehaven Junction 266 245 682 York and Newcastle, and Berwick & York and North Midland & Leeds... - FORtION. 89 Dutch Rhenish - Lyons and Mediterranean • • - Montercau end Troyes - Namur and Liege .. • • • • •• - Northern of France •• • • •......... - Orlear:3 and Central .. _ Paris ard Lytwa •• •• •• - Paris and Itonen. .........,„ , - Paris and ritt'nsburgh •.......... - Konen and fiAt're• . - - Western of Frati'te ..... •• •• ADV RTIRRMENT • 1 - g!OliV AND lI , AR ENG, - SPECTACL ES POWERFUL TELESCOPES, OPERA, RACE AND PERSPECTIVE GLASSES Messrs. S, and B. 6'010(110m', opticians, 39, Albemarle street, Piccadilly. 01 , SPTVO - ilaposite the York Hotel. By leer Majesty's .Ro. al Letters Patent for valuable and extraordinary improvements ha the most powerful and brilliant Telescopes, Camp, Racecourse, Opera, and For. spective Glasses, to know the distances of objects viewed through them—of great importance to the army, navy, and others. These telescopes possess such extraordinary powers that some three and a-half inches, with an extra eye piece, will show diotinetly Jupiter's moons. Saturn's ring, and the double stare with the same telescope can i~e seen a person's eon:item:ace three miles and a half distant and an object from 16 to 90 miles. They are of larger and all sizes, with increasing powers accordingly ; while their vary ing from 4 to 6 inches enable us to discover more than the above, and the Georgian, - with his 6 satellites, fec. — The Royal Exhibition, 1851.—Valuable, newly-invented, very small, powerful waistcoat-pocket glass,tim size of a walnut, by which a person can be seen and known 1 miles distant ; they answer every purpose on the race-course, and at the opera houses country scenery, and ships are clear l y seen a t 8 to 10 miles. They arc iuvaluable for shooting, deer-atalking, yachting, to sportsmen, gentlemen, gamekeepers, and tourists. Opera race-course, camp, and perspective glasses, with wonderful power. Newly-constructed Spectacle Lenses Of the great. est transparent power. Th e valuable advantage deri ve d from this invention is, that vision becoming impaired is preserved and strengthened, and very aged persons ari enabled to employ their eight at the most mirnite occu pation- can see with these lenses of a much less magnify log po wer—and they do not require the frequent change. to the dangerous effects of further powerful assistance. Deafness--Now Discovery.—The Organic Vibrator, an ex traordinary powerful, small, newly-invented instrument for , deafness, en ti r ely different from all others, to surpass any thing of th e kind that has been, or probably ever - :an be, Ii rug of the same colour as the skin, is not per. ceptible ; it enables deaf persons to hear distinctly at church and at public asseOblies the unpleasant sensation of singing No ises in the cars is entirely rem ove d ; an d it affords all the assistance that possiiely could be desired.-19, Albemarle. street, Piccadilly. Observe—opposite the York Hotel. [ADVERTISEMENTI—A most interesting recovery from a vast c omplication of diseases, such as indigestion (dyspepsia), ep sia) fl a tulency, constipation, nervous, bili ous, and liver com plaints, cough, asthma, consumption, and debility without the aid of medi c i ne, b y Du Barry'sßeva ' lenta Arabica Food, is r ecor d e d i n the following let ter :—Cure 52,422.—" Bridgehouse, Friiuley, 3d April, 1854. I have suffered th ese 33 years continually from diseased lungs, spitting of blood, liver derangement, deafness, singing in the ears, constipation, debility, shortness of breath, and c oug h , an d d ur i ng that period 'al-en so much medicine that I can safely say I have laid out upwards of a thousand pounds at the chemists and doctors. Indeed I was in utter despair, and never expected to get over it, when I was fortunate enough to becorne acquainted with your Reva lenta Arabica, which, Heaven be praised, restored me to a state of health which I long since despaired of attaining. My lungs, liver, stomach, bead; and ears are all right, my hear ing perfect, and my recovery is a marvel to all m y acquaint antes. - am, respectfully, JAMES COBERNS, woocl-merehant.— In canisters, albs . I Is. ; , Vs. The 12 Ibs carr i age free, on receipt o f post-offfee order.. Barry du Barry -and Co., 77, Regent-street, London ; Fortnum, Mason, and Co., Purveyor's to her Majesty, Piccadilly ; also at 60, Orace eluveh•street ; 33 I and 451, Cheapside ; Cornhill ; 49, Strand; 4, Bishopsgate-street ; 55, Charing-ernes ; 54. Ulmer Baker-street ; mil 150, Oxford-street. DVERTISEME:NT.]--liolloway's Ointment and Pills certsin remedie., for Sore Legs--MT • Johnson, chemist, of Great Howard -street, Liverpool, informed Professor Holloway, that Mrs. Jiickson, residing near his esta blishment, had suffered many years from an ulcerated leg, during which time she was applying remedy after remedy without any permanent ; consequently, as a last resource, he recommerr'ed her to try Hollo way's ointment and pills, a•4l these medicines have been the means of effecting; a complete cure, t o th e grea t satis faction of herself' and - others wito bad considered her leg as incurable. Sold by all medicine vendors throng'n out the world ; at Professor Holloway's Establishments, 244, Strand, London, and 80, Maiden-lane, New York; by A. Stampa, Constantinople; A, Guidioiy, Smyrna; and E. Muir, Malta. object. Lord GODERICH begged to offer to the Vice-President of the Board of Trade his bast thanks for the measures which he had propose, reserving of course his opinion upon whichdetails until a batter opportunity for discussing • them should arrive. Last year he had regretted that the Limited Liability Act was based uron the existing Joint- tock Companies Act, His views, however, were now entirely changed, and ho DP longer entertained that objection. The confining the advantt.:;es of limited liability to joint-stock companies Waff the imperfection of the present law, and that imperfection the right bon. gentleman proposed to re move. A complet e reform would, in his opinion, be effected by consolidating into one statute, As now proposed, the laws of limited liability and joint-stock companies, and such a measure ought not to be confounned wi h the tin kei ing legislation which led to the repeal of an act in the very next session after it was passed, and to its enactment in a nother and very different form. (Hear, hear.) Last sess i on be proposed an amendment to the Limited Lia bilitysompanieapg pledging g e tnwghaihss most hsoeeslntf cordialt o o p p t o h s e e d,swnhbp whole or t t h n be measure, iu o erv v ei e , n r u gh m et h e f n ae Bill, that there should be no limit to the sh a res of his view. that, but he was glad to find they had now adoptedl ,11 bo Withoutn o when pegged, it, would be a worthy monument of the cam. t .0 .c .; , - • -OW :k: ~. Country Markets. LIVERPOOL-FEB. 1. A small attendance to-day, and an indifference toward' business. A decline in price from Tuesday last' was gene rally consiaered right to be quoted, namely, about 3d per bushel on wheat, is to Is fid per barrel and sack on flour, is to "Is per qr. on beans and Indian corn, 2d per bushel on oats, 3d per bushel on barley, and is to 2s per load on oat• meal.: WAKEFIELD-FEB. 1. The arrivals of wheat were good, but the market was very quiet, and the business done was at a decline of 3s to 43 per 4r. from last week's rates for choice parcels, and 4s to 5s for other sorts. Barley dull, at is per qr. lower; beans is par qr., oats id per stone, and shelling 1s per load lower. . - EXETER—FEB. 1. CORN.—In our market wheat may be quoted from Ss 6 d to 9s Od. Malting barley, 4s 6d to is 3d ; grinding do., Os Od to Os Od. Oats, 3s 3d to 3s 6d. Beans, Os Od to Os Od. Peas, 008 Od to 008 Od. FLOUR. —Fine, 52s Od to 54s Od; seconds, 50s Od to 521 Od per sack. _ _ CATTLE.—Prime beef, 10s Od per score • cows and calve s 11/. to 15% — s; b u t c h ers ' ca l ves , 60 to id per lb., rearing , calves to —s each. Sheep, 50 to 6id. Lambs, —d t° Od per lb. St ore h ogs , l arge size, Ns to 608 each slit"' 28s to 34s ; small, Dia to 20s. Rough fat, 40 per lb. Pork carcases from 9s 9d to 10s 9d per score. BRISTOL. SUGAR—JAN. 25. A rather improved demand manifested itself up . to the close of lad week, and there was certainly more inquiry both from the refiners and grocers than hid been for unt l3 l weeks previously, imp or t ers h owever h av i ng d ec li n ed to meet the buyers on the terms offered by the latter, the in quiry ha 3 again subsided, and we close quite as flatly we have been at all. Refiners' produce still, far from brisk' Rum extremely dull, and prices again lower; proof Leo' wards, 2s 7tl per gallon. COAL MARK: Prices of Coal per ton at a. d. Bate's West Hartley , IA 6 Buddle W. Hartley l7 6 Byass's West Hartley l7 9 Davison's West Hartley 18 Hastium's Hartley lB 0 Holywell 17 Q Howard's West Hartley Netherton lB Longridge's Wst Hartley 17 Low Bitchburn lo North Percy Hartley 6 ?oilfield Nfoor l5 6 Walker Primrose l5 •3 1 West Riding Hartley _l6 3 Grey's West Hartley 17 (► Willington Hartley . l5 6 Wylam • 16 0 Wallgend, &c. Acorn Close l7 0 Harvey Wylam 15 6 Heaton Ships at market.— 22 • COURSE OF EXCE Amsterdam .. ......... 11 17%, Ditto, three months .. 12 0 Rotterdam ............ 12 0 Antwerp .............. 25 55 Brussels .............. 25 55 Hambnrgh ............ 13 10% Alton .• • • • • • • •• • • • • • • Paris ........ .. • • .... 25 3l Ditto, three months .. 25 72% sfarseilles .•••• •• •••• •• 25 72% Bounteous ..•• •.•• •••• -- Frankfort-on Maine ••.. 120% Berlin •• •• •• •• •• •• •• •• Vienna•• •• •••• •••• •••• JO 51 Trie5te................ 10 54 Petersburg ............ Madrid ••• •••••• ••••••• 49% Cadiz ••• •••• •••• •• •e••• 49% Barcelona •• •••••••••• Seville •• .• ••••••••••• ET.—FEB. 1. the elm of the market. Wailsond, &o. .. 0. Redley 16 3 . Eden Main 17 v Rraddyll l7 6 Framwellgate l7 0 Haswell is 6 Hetton lB 6 Lambton ... . 1 8 0 North Hetton 17 6 Plummer ..16 6 Richmund l6 6 Russell's Hetton ,17 6 South Hetton . lB ° itewart's ls 6 Cassop 17 $ Hartlep oo l lB . 6 Heugb Hall 1 7 w Kelloe is 1 Tees is 6 Evenwood 17 0 Derwentwater Hartley l7 9 I Sold ANGE.-YESTERDIT kkbra , tar . • • • • Leghorn 3 ; 17 ' 9 Genoa ..... ......... 0, a Allan Venice Naples Palermo ... i3 Messina .. Lisbd- Oporto 03 % Rio Janeiro ...... Buenos Ayre5........ New York, 60 days' sight 'l'm Philadelphia .• .....• • • mum op sur.Lion, rya oa. Foreign Gold in Bars £0 Portugal Gold Coin .. 0 0 ° wn Mexican Dollars .... 0 New Dollars 0 0 Silver In bars ......0 0 v SBABO.RNE MAILS. (N signifies that the mails are sent from the General Poet -com-- the ai key night—and Mby a,he morning--despatch.) Day when ma to up From, wha, Woe' COUNTRIES. in General Post- Port de e d . Oftlee, London.* pl e p a t c h e . .. ""'„„ ........... —....---- America(byßrit.pack)N Every Friday ...• Liverpool Jan. 31 &merle?. (by United Sta. packet) ...... ••• •N •••• •• .... • • Liverpool ,Feb. 11 America (by U. States packet) . N .....• • Southampt, Feb. 9 4nstralia (via • South ampton) ..........M ••••• • • • • Southampton Ditto (via Marseilles) N •• • •• • Dover ..... Ditto (via Cape of Goad Hope) ............N I ....... .. • • ... Uncertal &fries (West Coast) ..Nl 2 3d of the month ..`Plymouth ~'Feb. 6 Alexandria.......... prlli, 9, 24, & 30 of m. D over .... . Alexandria ........ ..iw 4th & 20th of mon. Southampton! Bahamas ...........Mji7th of the month B ent h am/Aar . 8e1gium......... .. NI pail Y...... • • • • • • Dover ...... Ipaily Brazil ..............Mpth of the mouth.. Southampton ,Feb lb. Buenos Ayres ........ M .9th of the month.. Southampton 'Feb 15 Cape of Gond Hopo ...N ; Various port lUncertait' Cape of Good Hope .. N • - Cape do Yards ......ti ,9th Of ths montt Southampton l'abZlb ,I Ceylon (see Inella) Ceylon ..............N - Channel Isles .... ~. N 'Mou.,Wed••&Frl F. Southampton, Tu.Tb.` l4l 0hi1i................ ?1 ' 2d it /7th of mond; Southampto; China .... . Once a reonth.... Feb. 4 Constantinople ..,, „ . 8,13,18,23,&2e et n; D0ver...... • Constantinople ...... „„;ttli & 20th of mon Sonthampto, ~ Cont. of Europe M isc NI Twice daily ••.• .. Dover .... 14 ,100 4 111 / 3 Egypt (see India) F rance ~ „. „, „, I,f & NiTivice daily .• .• • • Dover •. •. Mr 10,11131 Gibraltar .......... Di i 4.7. 17, 20, 27 ~ fin Southampton Greece (see India) I lreytown •. •• •• .• • • 31120 d & 17th of mon. Somhamptua lll7mburgh .........'.N;Tuesday & Friday London ..... i-tvannah ...... „ ~kri2m.l of the montl Southampton 'Feb, I. Efolland .......... „ BlIDallY• ••••• .• • . Dover ....... 'DallY Honduras ....., „,, Al 'l7ll rlthe month. Southamptor. 1 'ithoi t a' India (viaSouthampt.)3l 14th , 4 20th of mon. Plymouth .. 4 It 20 ll l v India (via Marvel I les )I‘ll 9 th& 25th of month Dover .... i lonian Isles (sea India) 7, 17, & 21 of mon Dover...." Ireland ........M & N Twice daily • • ...MIA head lTsvico dajl Li5b0n............ —hi 7 , 9 , 1 7. & 27 of tn. Fkmihamptor TO* 13 fadefra ~ ~ ~ ~ ...„ IA 9th o' the month Southampton Madeira .......,' , ..N 23d of mouth • • .. Li verpoo l ... Waite (see India) Malta ............ ~/f. 8,18. &28 of mon. Dover ... I 4 &20 VI Mauritius (see India) m am m as ........ , . N 14th of the month Mexico ............bi 2nd of the month.. SotithamptPn Feb. I N aples . „ . ~......N sthlsth2lsthoftnon Dover ...... New Granada ..., iv 21 & 17th of wont' Southampton New Zea1and.......... BY private si 1p .. Various port Uneert4lft Papal State*, ........31 , ttilMh2.stll of mon. Dover ...... Pe n i nsu l a ..........M I thlith 27 thofinon. Southampton Peru .• .., •• •• •• •• .•111 ht & 27th or m oo , Southampton Port Natal ..........N tt.1.,1111 ollbi22sstthboottolrn: D po o v v: .... 3Y private shin.— Various ports Unearts 4 Tu Elic a i e ly an; :: :: .. :: :: ... N 2. •• •• . Yenezueio ........ .31 2d & 17th ofm onth Southampton. 1 & 16 In ° Van Diemen's Land (sen Australia) ......... Welt Indies . . ..3,; 2d& 1 7th 07 soont' , Boutbametne lik i A Moo !ontilampten' 1 1 lc IA rti°l3 When any of these dates fall on a Sunday, the mails will a d 6,: epatched on the following day, with th e exception of the frvil ,, ( O: Southampton), and the &fella. both of which will he despatoh. ,3 tI preceding day. SHARE MARKETS. LIVERPOOL, FEB. 1. STOCK EXCHANGE.—The tone of the market has been very active to-day, and prices closed at their best point. Caledonian, 28—Eastern Counties, 9/. 6a. 3d,..—Great Western, 53 Edinburgh, Perth, and Dundee, 0 - -Manchester, Sheffield, and Lincoln, 251—Ditt o , 61, new 6 per cent., p. x d.—Dutch Rh en i s h , a new, 21 3s. vd. v.—Great Western of Canada, 25i—Ditto, new , 3A- 691 a. l a—South Eastern, 18 Ds. 3d. —London and North Westerns, 094 1 100—Lancashire and Yorkshire, 81 1/ 1. MANCHESTER, FEB. 1. STOCK EXCHANGE.--The market to-day has been doing a steady business, and prices dosed nearly one per cent. higher. Dover; 183—Leeds, 81l—Great Northern A. 91 1 ;-16 —Midlands, 70—London and North Westerns, 100 Manchester, Sheffield, an d Lincoln, 4 Ditto, Prof., 13acoin all—Caledonian, 28i—Great Westerns, 1 1 84—Eastern Counties, 9i—Great Northern, 23A---Kendal and Windermere, at cum div. BIRMINGHAM, FEB. 1. STOCK EXCHANCE.—The tone of the market was very moderato to day, but the prices were firm, Great Wax terns closed at 574 to 581—North Btaffords closed at 7i to tq dis. ex d —South StaffOrds, at n die.—Birmingham and Staffordshire Gas, new, were done at 4i pm. BIRTHS. OP A SON. On tho 31st ult., at 11, St. James's-gardens, Hayerstock hill, the wife of Charles Parker Ayling, Esq. On the 31st. ult., at Brighton, the wife of Colonel Xemeys Tynte, M.P. OF • DAUGHTER. On the let inst., in Acacia-road, St. John'a-wood, Mrs. Ed ward Futvoye. On the 31a t ult., the lady of Wm. Charles Humphrys, Esq., of Bursledon, Southampton. MARRIED. On the 31st ult., at St. John's, Hampstead, Mr. Henry Creed, of Conduit-street, Bond-street, to Mary Ann, the youngest daughter of Mr. Southey, of High-street, Hamp stead. On the 31st ult., at St. Paul's, Rersall Moor, the Rev. Frederick C. Fisher, son of P. H. Fi s h er, Esq., the Castle, near Stroud, to Rcsatuond Adelin , daughter of W. L. Clowes, Eq., Broughton Old Hall, Lancashire, late Lieut.- Col. 3d Light Dragoons. DIED On the Ist inst., at 4, Harley -place, Henry Pearson, Esq., of the Middle Temple, barrister-at -law, aged 47. On the 30th ult., at Maidstone, Charles Soudamore, Esq., aged 40. On the 31st ult., Isaac Elger, Esq., of Bedford. On the 31st ult., at Henley-on-Thames, Edward Bevan Cooper, late of Accra, West Coast of Africa, aged 31. On the 3'st ult., at Playford Hall, Suffolk, Catherine Clarkson, widow of the late Thomas Clarkson, Esq., age.l 81 On the 31st tilt at Newton-road, Bayswater, the wife of Mr. Henry Av. ling. On the 30th ult , in Maddox-street, Hanover-square, Washington Carr, Esq., Commander R.N., aged 59. On the 3i)th ult., Edzabeth Sophta, wife of Francis Walton, Esq. of Blackheath. Ou the 27th ult., at New Lodge, Hawklutret, Bent, John Cobb, Esq., aged 86. 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