The Sun. — London, England, 1832-08-10 00:00:00

i tsta motion was dismissed. lithe Court wee, even to I r 0 to decl are M r . Young to be entitl e d t, his right of Plmption, that would just be tantamount to the Court's h og appointed a receiver on the former Occasion. la LORD CHANCELLOR—The motion was to displace NYoung, and to appoint a receiver? r. BACON—To appoint a Receiver and Manager. ;r. KINDIRSLEY—To appoint a Receiver and Manta god interim—until the hearing. fr. JEMMETT would then submit that to decline to de ' ee Mr. Young entitled to his right of pre-emption Aid he to destroy the real value of the Paper. Mr. 1 ability to conduct the Paper had been acknowledged. Thad been taken into partnership entirely in considera ti of such acknowledged ability; and by that ability he }, carried on the Paper up to the present moment ; and tae whole were now to be sold as a common stock in tile, Mr. Young not being to have the ma °,ement of it or the right of pre-emption, it /'a clear the paper wou l d fall to the ground. Thi s course °proceeding never could be for the benefit o f t h e cre di - ' , its, who appeared to be acting adversely t o M r . G rant f bnself. It did not appear that the creditors and Mr. C'ent were going band in hand, because if Mr. Young Rs not to have his right of pre-emption, or to continue 41 - lave the management of the paper, the sale of Mr. Cant's shares could produce but very little indet d. The LORD CHANCELLOR—You see, Mr. Jemmett, on tltir application for a receiver, and to displace Mr. Young, Lad a perfect right, indeed it was my duty, to take into a(count the common good for both parties, and the very topic which you are now dealing with, namely, that it Auld ruin the concern to take the course then proposed ; let in the present case, I must leave the plaintiffs in that `tit, Messrs. Winchester and Thornton, acting for the eeditors, to judge for themselve The thing assumes a afferent shape now, you are aware. Mr. JEAIJIRTT was quite aware of that, but he was ar gling for Mr. Youn. 4 . The LORD CHANCELLOR —Oh, certainly, in that way of viewing it your argument is good. Mr. JEMMETT said, that if it were not now to Le carried into the Master's-oflice and disposed of io the way proposed, and Mr. Young's share was to be sold as well as Mr. Grant's, then a deep injury Would be done to Mr. Young, who had embarked all his property in this concern, and who had been carrying it on • - -carrying it on successfully, for many years. Surely there could be no reason why, because Mr. Grant became a bankrupt, that therefore Mr. Young was to be ruined. There was a way of dealing with the property without doing an injury to either party ; and be contended, on behalf of Mr. Young, that Mr. Young, having the right of pre-emption, his own share could not he touched ; that Mr. Grant's shares only could be sold, and t hat Mr. Y oung oug h t to have the option of purchasing tich shares. It was clear,notwithstanding what might be said on tile other side, that this course would be most benefi cial to the creditors. It was true that Mr. Grant's share in the property was greater than Mr Young's, but upon Principle that made no difference; whether Mr Young had more or less interest in the paper (in point of law) could not operate either way ; and the Learned Counsel could not conceive how any other course of proceeding could be directed than that which he had before pointed at. Mr. BACON followed on the same side. This case had sow assum e d so simple a form that he would not trouble his Lordship at any great length. The question rested solely l,ortlie const tuct i on of the partnership deed ; and if his dship Was of opinion that the right claim e d by Mr. Youngthe was established by the deed, as he trusted it was, ref n the prayer of hi s bill wou ld o f course b e grante d , H e _o teurred his Lord s hi p to t h e s i tuation of these parties. Mra. Y ng's ser v i ces as Editor of the Paper were an import , r object to Mr. Grant ; and Mr. Young, on entering into the contract, made it a specific obligation that he should have the sole management of that department of the paper. That principle ran thruot!ghout the whole of the contract, and Mr Young cwoa al ssitda not by any ordinary occurrence be displaced. There .nunther tili ng i n the deed which contemplated the wile polityof a c h ange in some part of the firm, and it provided th at whoever was substituted for either partner, should still be subjected to the articles of the same contract, All the arti c l es were qu i te consistent . wi . th the right of p re-emption, for the object was to bind the parties. If there were any tl • g in the deed which wouldi defeat or delay the creditors nn of the bankrupt, t lat would be an objection which it might be diffi cult to surmount, but he challenged the other side to find in the deed any thing having such an effect If the d ee d h ad been carried into full effect, no delay what -1 ~ ever would have ac crue d to the creditors of Mr. 'Grant ; if they had joined in doing what Mr. Young proposed, no delay whatever would have arisen. There were some pro visions in the deed which the Court could not take cogni zance of, because they had never been acted upon—he alluded to the monthly account and the references, none of which had been performed by either party. But it was stipulated, that in case of one partner becoming a bank rupt, th e continuing party should have the right of pre emption, anti the question was, whether this Court could do what the parties had neglected to do for themselves. If the clause for providing for accounts and references had remained in full force, that question would have been tried first, and the case would have assumed a very different shape. But now that point was thrown out of Court, and could not be referred to. The Court was asked to declare the partner ship dissolved, and to declare that there was a right of pre-emotion, as well as to order accounts to be taken of the partnership, and he (Mr. Bacon) submitted that the deed itself was sufficient to establish the claim made. If it be contended on the other side that there was a waiver of rights, an opportunity would occur to answer that; in the mean time he submitted that it was answered by the pleadings themselves. They admitted that the first offer made by Mr. Young was without prejudice to his rights, and that the whole of his dealings had been only incon clusive. If they were inconclusive, it had been on a saving of his rights, anti if conclusive, they had no right to set up their present defence, for throughout the whole of the proceedings the right of pre-emption was admitted, Mr. PALEY requested Mr. Bacon to point out that part of the pleadings admitting the right of pre-emption. Mr. BACON referred to Mr. Thornton's answer, and said it was admitted that the first offer was made without Prejudice, and there was no distinct denial of the right of pre-emption. They might say that Mr. Young presented himself at a sort of small auction, and there continued to bid amongst other competitors; hut at that meeting no thing was done; and up to the last moment it was com petent to Mr. Young to declare himself off. It was com petent to him to waive that proceeding—but he did more, he protested against it ; and when his legal adviser came into the room, be said what he had done was wrong. At first it was hut an offer to buy, subject to the right of pre emption, and upon the whole it was but a sort of negocia tti°°- That cou ld no t b e ca ll e d a wa i ver o f r i g ht s un d er toe deed. As to the situation of the parties, and what had been done since the deed, its appeared that in Febru "Yl 1829 (the partnership having only began in June, 182 8) Mr. Grant, the largest shareholder, withdrew from this country, anti he was absent until October, 1830. Luring the whole of that time Mr. Grant rendered no as *istance to the concern, and whatever prosperity accrued to it was occasioned solely by the exertions and services of 'lr. Young, for Mr. Grant was absent, and it was not Pretended that he lent the slightest assistance in money or °therwise, and yet it prospered. The principle on which t he deed was founded was tried on that occasion, and found to be a true one. It had been Mr Grant's belief that MrYottng'a services would be beneficial to the concern, and so they proved ; it was also Mr. Young's belief that u Y devoti ng hi s t i me and about 2,000 1 . to t h e concern , he co I uld make it a beneficial property. On the 9th of November A_ r. Grant beca me a b an k rupt, an d i n F e b ruary f o llowing Ay. Young claimed the right of pre-emption. Under these circ umstances he (Mr. Bacon) could not conceive on what ground Mr. Young's claim could be met. The nature of the property made it of no value, unless it was conducted . ‘ on certain interests. The parties themselves had contrived 4 scheme to keep the management of the paper within cer tain limits. Would this Court say that Mr. Young was to be deprived of all his right s under the deed, and that a Purchaser should come in and conduct the concern upon a new plan—that Mr. Youn g , w h o had acquired rights f which no power would depri ve hi m, merely because Mr. Grant hand become a b an k rupt ? Mr. I. °"ng had obtained a right of being edi tor o f the paper, and also of being the continuing partner. If th e Court di rected the shares to be sold, it would sell more than the c ommon property of partners. Nobody would contend, that Mr. Grant, who had 24 shares, had any right to Mr. Young's shares, and to his rights tinder the deed. If th e paper be so ld, i t wou ld b e tatting it whol:y out of M r . l'oung's power—that whi c h was property and wealth to e ' i to, would be wast e d, an d no b o d y cou ld t e ll what wou ld be the value of his rights. Mr. Young would tie made Poorer, an d no man would be made the richer by it. Con !idering the nature of th e property, the st i pu l at i ons entere d 1 " 0 by the parties (by which, he it observed, the assig ;',e°4 were bound), he trusted hist Lordship would see that ' h !r• Young's claim was perfectly reasonable, and that orel bill ought cos e granted. Ile desired neither to defeat delay the ritors—he desired an account to be taken I : i f ar as could be taken, and that th e property s h ou ld b e 1 ~- 4 Recording to the stipulations o f t h e d eed—sold so as r eserv e to him his right of pre-emption. The property o:taself 1 4 is exertions assumed a value which nobody but could estimate. Quite enough appeared to make out the claim of Mr. Young, anti there was nothing in it inconsistent with justice or with the principles of the bankrupt law. Mr. PEPYS appeared as counsel for the defendants in the first, and the plaintiffs in the cross cause, contending that it would be a matter of course, upon the dissolution of the partnership, to have the whole of the effects sold, and divided between the parties according to their relative proportions. It had, therefore, come quite by surprise upon him that the Learned Gentlemen on the other side had suggested at the bar that only that part of the property which belonged to the bankrupt could be sold. It had been settled in the case of Cook and Collinridge, that by the law of partnership the settlement must be by a sale and division of the whole. In that case the parties were coachinakers, and the Learned Counsel could see no difference on princi ple between that and the property of a newspaper. With out, therefore, his Learned Friend on the other side could make out some particular provision in the partnership deed to the contrary, he submitted that the decree of the Court roust be for the sale of the whole effects of the partnership. With respect to the right of pre-emption, Mr. Young had only that right to the extent of being the highest bidder at the sale, because, if he continued the business, he must pay the full value of the property. The Loan CHANCELLOR. observed, that whether Mr. Young had the right of pre-emption or not, :if he were the purchaser, he must pay the full value of the property. Mr. ParYS—Thereexisted some difficulty as to the means by which the value was to be ascertained. It was worth Mr. Young's while to bid more than any other person for this paper, because being in possession and management of it, he, by paying a little more than others offered, would secur him self that possession which was, doubtless, advantageous to him. The clause in which the right of pre-emption was given, if there was any, provided no means of ascertaining the value of the property, except by reference to the former clause, and upon looking into that it would appear that all was thrown into the general clause, the provisions of which the Learned Counsel submitted to the Court could not carry into effect. One part of the clause provided for a reference of any disputes which took place ; that part the Court would not carry into effect, for it would never en tertain a bill for the purpose of compelling a reference, which was avowedly the purpose of this bill, as by a reference, and that alone, could the value be ascertained. That part was decided by Lord Eldon in the cases of " Mills and Gray," and " Street and Rigby." There was another objection, equally fatal. In " Wilson and Greenwood," a case exactly similar to the present ; Lord Eldon decided that no partner Lad any right with regard to his own property to create any title in another to arise in the event of bankruptcy. That clearly had been done in the present case of Mr. Grant's, and the consequence would be if the Court were to carry such a clause into effect, that the bona fide creditors of Mr. Grant would be prevented from having the full benefit of the bankruptcy. Such provision the Learned Counsel submitted would be utterly void as against a person becoming bankrupt. The LORD CHANCELOR observed, that a lease might be void upon the bankruptcy of a tenant. Mr. Paris said that there the property was ac tually the property of the trader, which property that trader, in the event of his becoming bankrupt, was not at liberty to reserve a right in for the benefit of an other at the expense of his creditors. All these objections the Learned Counsel submitted were conclusive against the bill filed by Mr. Young, and if the Court should be of opinion that Mr. Young was not entitled to have those provisions carried into effect, the decree then must be for a sale of all the partnership effects. Mr. Young here asked for the specific performance of a totally new and indepen dent contract; he had abandoned the original contract by his further offers ; but it was said he did that under pro test, and the evidence of Mr. Briggs had been referred to for that purpose, which hesubmitted did not bear out that asser tion. According to that evidence the contract was originally for 9,000/. Mr. Young, however, had waived that contract, and, at a future bidding offered 10,0001. for the property. The contract, therefore, which Mr. Young thought to have specifically performed, was wholly inoperative, and it was not in the power of Mr. Young to call upon the Court specifically to perform it. It appeared to the Learned Counsel that it was utterly impossible for the court to say Mr. Young had the right of pre-emption under the deed, and such being the case, the property of this partnership, he submited, was to be dealt with in the or din try manner of disposing of partnership property, namely, by selling the whole of it, and dividing the pro ceeds between the respective partners. No prejudice would arise to any person by the adoption of such a course. The Court, the Learned Counsel sub mitted, could not sell one part of the property, and thereby compel the person purchasing it to become a partner with Mr. Young. The only just proceeding in his mind was, to adopt the ordinary course pursued in all cases of partnerships, decreeing a sale, according to the prayer of the cross bill of the whole of the partnership's effects. The Loan CHANCELLOR inquired whether the cre ditors bad no apprehension that the adoption of such a course would drive Mr. Young from the concern, and thereby deteriorate the value of the property. Mr. PEPYS said, that he appeared for three-fourths of the creditors, who, at a meeting, had determined upon the propriety of the present course of proceeding. Mr. PEPYS—It was clear from the fact of Mr. Young now struggling against a public sale, and, of course, to obtain the property at a cheaper rate for himself, that it would be more beneficial to the creditors that that only fair way of ascertaining the value of the property should be adopted, and there was no reason why the right of the creditors should not be thus protected. Mr. Bacon had contended that the only joint property which could be sold was, the printing machines, the paper and the ink upon the premises, but it was not in these things the value of a newspaper consisted ; but even the good-will, as it might be called, of the paper, in the character the paper had, and in the profits those who had the right of printing it derived frotn its sale. The question now was, wh e th er t h ere was any thing in the articles of partnership to take this out of the general rule. He contended that there was not. The continoencies contemplated by on e o f t h e st i pulations bad not 'arisen and could not ar i se . Wi t h respect to the other stint:. lation, for the appointment of arbitrators, it had been decided, over and over again, that no such stipulation could be set up in that Court, so that, in point of fact, NI r. Young had no locus standi ; the only ground s he had laid for his right of pre-emption having been cut from under him. But, putting aside all known law and all decided cases, he did not suppose his Lordship would give a decision which would esta. blish the principle that an individual could, in con templation of bankruptcy, make a stipulation which could go to defeat the rights of his creditors. He did not mean to say that fraud was at all contemplated ; far from it ; but if his Lordship were now to make such a de cision, it would open the door to the grossest frauds. Lord Eldon had given it as his opinion in the case of Wilson and Greenwood, that such stipulations would be contrary to the law of bankruptcy, and against public policy. The LORD CHANCELLOR-..Whit was the trade in that instance ? Mr. KINDERSLY—That of a cotton-spinner. The LORD CHANCELLOR—The creditors come into the shares of the bankrupt, and take the disadvantages as well as the advantages of his position? Mr. KINDERSLY—Certainly. The Loan CHANCELLOR—If in the articles of part nership it is agreed that certain things shall be done in a certain event, it is part of the consideration of the partnership, and Mr. Young might probably never have entered into this partnership bail it not been for the stipulation in question. Mr. KINDERSLY said, that that could not be denied as a general prop os iti on , b ut h e submitted that noindividual contemplating bankruptcy could make a stipulation to defeat his creditors. It was contended by Mr. Bacon that Mr. Young was still entitled to his re sidence in the partnership house, to his eight guineas per week as active manager, and to other advantages, but it was clear to common sense that the whole of them ceased on the dissolution of the partnership. The only right Mr. Young could possibly possess ultra the partner ship, was that of pre-emption, and that, he had shown, was both completely cut from under him by the law and by his own acts. Mr. PALEY said the case had been so fully argued, that it would b e n ecessar y f o r him to trouble the Court wi▪ th very few observations indeed. It was monstrous to sup pose that a b an k rupt cou ld by an y s tipulation with a part ner defeat the rights of his creditors. In the case of Wilson and Greenwood, as it was not necessary for Lord Eldon then to have decided the point, it was supposing that he expressed himself so strongly as be had. As far as his L or d s hi p went he was in favour o f the poi▪ nt for which the assignees contended. The case of a marriage se ttl ement was so much in point here, that he begged to call his Lordship's attention to it. It had been clearly decided, that where a person, by his marriagesettlenient, disp ose d o f hi s property to another, with a stipulation that on the bankruptcy of the donee, it should go to another party, that stipulation should be good; but precisely the reverse had been decided where the sti pulation was, that the property of a party should on his own bankruptcy go to another. It was clear that no man could stipulate that his property should, in the event of his bankruptcy, pass into other hands than those of Lis assig nees. Supposing, however, that the point had not been so decided, it was clear, that in this case, the plaintiff had waived all right to the claim lie had set up. First of all, he had set up a contract by which the property was to be sold to him for 9,0001. Surely that could not have been i❑ furtherance of his right of pre-emption. Could it either have furthered his right of pre-emption to go on bidding till the last bidding lie himself made was about 12,000/. ? That was not the mode in which a person would act who was anxious to sustain a right inherent in him under the articles of partnership. This act alone was a sufficient proof of a waiver of any right of pre-emption, if ever the plaintiff had it. With respect to selling such shares only as belonged to the bank rupt, the idea was absurd, if it could only be done with injury to the remainder of the property. Under all the circumstances he submitted that there ought, as prayed by the cross bill, to be a sale, under the direction of the master, of the whole of the partnership property; and in the meantirue a receiver appointed. Sir EDWARD SUGDEN-Ile admitted the right of the opposite side to file a cross bill. The only question, now in discussion, fur the rest, was as a matter of course in his favour, was as to the right of pre-emption. His Hon. Friends had rested their case in that respect upon four grounds—first, that the Court could not sanction the arbitration proposed; secondly, the Court could not refer the case at all ; thirdly, that the Court could not be called in to enforce this stipulation, because it would be a fraud upon the creditors; and, fourthly, be cause Mr. Young had waived his right, if ever he had any. The whole of these objections came to this—whether the Court would, under the circumstances of the case, enforce Mr. Young's claim or not. He had not for a moment disputed, as no man who was acquained with the law of the Court could dispute, the authority of the cases referred to by the other side. But those cases applied to the ge neral principle, and he had argued his case as an exception, and having drawn a clear distinction between that exception and the general rule, his Learned Friends had confined themselves entirely to the general rule, and not touched upon the exception. It was clearly esta blished, that where the Court bad jurisdiction originally, although the parties might have agreed to refer any parti cular point to arbitration, the Court nevertheless took the whole of the matter under its jurisdiction, and, instead of referring the point reserved for arbitration, as agreed upon by the parties, referred it to the Master. Such points were merely accidental incidents in a case, and could not bear on the general jurisdiction of the Court. For instance, if an agreement were made for the sale of an estate, with a stipulation that the valuation of the timber should be by arbitrators, yet the Court, having jurisdiction on the ori einal contract, would take the incidental point with respect to the timber within its jurisdiction, and refer it to the Master, although it might happen that the timber was five times the value of the estate. The LORD CHANCELLOR—We both recollect, that in Cochrane's c ise the value of the timber was the point of greater consequence. Sir EDWARD SUGDEN...-Certainly, but where the Court has jurisdiction in the original contract, it will exercise jurisdiction throughout, and not refer any point to arbitra tion, althought it may be so stipulated by the contracting parties. What he then said was, that this case fell within the exception he began by laying down, and it ought to be referred to the Master to ascertain the value of the pro perty. It was clear that the partnership must be dis solved—that the accounts must be settled—that the property must be sold if there were debts to pay, to pay those debts,—and that, if there was a property to divide, it must be divided ; and it was not to be contended that the Court, having general jurisdiction, could not exercise jurisdiction throughout. Again, to illustrate the case by the sale of an estate—suppose that it was agreed to sell an estate for 15,0001., but that the value of the timber should be settled by arbitrators named by both parties, although it might be known beforehand that the timber was worth 30,000/. the Court would take upon itself to enforce the whole contract, and would refer it to the Master to ascertain the value of the timber; and that was all that was prayed in the present instance. All that Mr. Young wanted was that his right of pre-emption should be carried into execution by the Court. The stipulation in this instance would afford particular facility for carrying the contract into execution, for here it was not stipulated that two private arbitrators should be appointed, who, in spite of all the rules of law, would each be influenced in the favour of the party appointing him, but two high public officers, who were to name an umpire as utterly unknown to the parties themselves as would he the Master in Chancery to whom by rotation this action was to be referred. So that in point of fact it was not a transfer of the arbitration from private ar bitrators to a public officer, but from an umpire nominated by a public officer to a public office. Nothing whatever had been said in answer to his view of the case, so that he was almost at a loss to know what point of his Learned Friend's argument he should take up. With respect to the opinion expressed by Lord Eldon in the case of Wilson and Greenwood, which had been referred to, notwithstanding the vague and uncertain doubt there ex pressed, it bad always been understood in the profession, that a trader might make an engagement which would be more beneficial to himself than to his creditors. The only way in which he could not do so was, that he could not assume to himself a benefit out of property in his own hands, exclusive of his creditors, upon his bankruptcy occurring. But one thing he would particu larly urge upon the Court, that there were ten thousand stipulations in these articles of partnership in favour of Mr. Grant's estate, and his assignees had claimed the benefit of the whole of them. It was impossible for them to find fault with this stipulation, which they fancied told against them, unless they were prepared to give up the whole of the stipulations which were in their favour. He did not mean to say (far from it) when he spoke of other stipulations being in favour of the assignees, that this also was not one in their favour ; for in ninety. nine cases out of a hundred it would be their interest to compel an existing solvent partner to take the property at a valuation, because, after the bankruptcy of one, there might be many persons unwilling to risk entering upon such an undertaking. Were it to be sold entire, a pur chaser might fancy, (and would of course offer less than the value of the property on that account) that it had been greatly injured by the bankruptcy of one of the partners, and that all things relating to it were in confusion. But now there being a solvent partner actually carrying the concern on, it would be valued as being full of vigour and vitality. But independently of that, he maintained that the assig nees could not claim the benefits they might derive under the articles of partnership, without also taking what they might consid e r it s ev il s. They must take the benefit and the i turthen of the contract together, just in the same way as the bankrupt would have been obliged to do. With what face could they come into a court of justice and say, that only so much of the contract was binding as was in their favour ? A great deal bad been said about the form of the record, he supposed to throw a colour upon the case; it ought not to bear farther than on account of any real connection it had with it. It was imagined on that account that Mr. Young's object was to get this property into his own hands for less than its value ; but every thing in the cause very clearly and distinctly proves that he had no such unfair inten tion, What be has wanted all along has been to buy the property at a fair valuation, and such is the prayer of his present petition. He never had any object in view than to give the full value of the property; that being solvent he was actually desirous of not being involved in the ruin of his partner, who had became insolvent. He meant to cast no imputations upon Mr. Grant, but a com mission having issued against that gentleman, certain con sequences bad followed, and he must abide by those conse quences. It was known some unpleasant discussions bad arisen elsewhere out of these unpleasant transactions, hut this Court had never mixed itself up in them, and he was sorry that they had been alluded to. But as regarded the form of the record, he was about to say, that nothing could be more proper than that in which it now stood. It was said that Mr. Young ori ginally insisted, although he now set up a right of pre emption, upon a sale to him under contract of the property for 9,0001. It was true, that Mr. Young was willing if an agreement could be come to for a sale of the property, to purchase it ; hut if there could be no such agreement, then he insisted upon his right of pre-emption. The question then was, whether he had not at first reason to suppose in the existence of such an agreement ? It appeared by the evidence of Mr. Briggs that an agree ment was drawn up by him (the solicitor to the assignees); that it was forwarded to the solicitor of Mr. Young for his approbation ; that it received his approbation ; that it was returned to the solicitor for the assignees, who caused it t o be engrossed, and it only waited for execution. Mr. Young knowing this had a right to stand upon that contract, and only did not persevere in doing so, because he found that he himself was the only witness to the fact, and heard that some parole condi tion not upon the face of the agreement would be set up against him, and lie therefore, by the advice of Counsel, struck out that part of his prayer, and confined himself to the right of pre-emption. That that was the proper course to take was now proved by the evidence of Mr. Briggs himself, who, admitting the existence of the contract, said that there was a private condition or understanding that it should not be binding if there were a better offer before the 19th, supposing such to have been the tsrtm of the c ont;aet, It would still have been in Mr. Young's favour, for no better °fie/ was made before the 19th, it not being till the 19'h itself that the bidding in question took place, when undoubtedly Mr. Young, irritated by the fear of losing his property, and by competition, did bid up. Mr. Young was willing to agree upon a purchase if be could, or to act upon his right of pre-emption ; but whatever he did, the other side were dissatisfied with. There was no pleasing them. When he attempted to buy, it was all wrong ; and now that he rested upon his right of pre-emption, they turned round upon him and said, " Yes, it is very well of you to claim a right of pre-emption, but it is all a fraud on your part, you ought to have concluded your contract." It was for the court now to decide whether, since the parties could not agree upon a sale to Mr. Young, to refer the settlement of the price to the Master. As to the point about Mr. Young having ;waived his right, it was too absurd to detain him for a moment. In such a case as this it would be the grossest injustice to say that all the shares in the paper must be sold because one of the partners had become bankrupt. In the case of " Cook and Collinridge," which had been referred to, there was nothing to sell except the debts and the carriages, with the contracts attached to them. The LORD CHANCELLOR—Was there no good-will ? Sir E. SUGDEN—Whatever good-will there might be, belonged to the premises, and was sold with them. There would be clearly no good-will in the paper conveyed by the sale of the premises. Whatever good-will might once have belonged to the bankrupt he had taken away with him, for he had got up an opposition paper on the other side of the street, to which he bad given the oddest title in the world, creating in fact another Sun. The LORD CHANCELLOR , .--I did not know there were two suns before. Sir E. SUODEN-Nor were there. " The Sun" still shone in all its splendour; but Mr. Grant having called his " The True Sun" he supposed that the other Sun must now he called the false Sun; or perhaps Mr. Grant would wish to have it considered a moon, though how that could be be (Sir E. Sugden) could not well ima gine, inasmuch as it received no light from its opposite neighbour that it could reflect. Perhaps then Mr. G.'s object was to eclipse The Sun, and certainly it could nut be de nied that he bad to a certain extent injured it and depreci ated its value, without, however, much benefiting himself. This was the first time he had beard it argued, that because one shareholder in a newspaper became insolvent, that, therefore, the property of the rest must be sold. It was well known that the shares in the Times and the Courier, and some other papers which yielded enormous incomes, were in the hands of persons totally unconnected with trade, and were made the subject of mortgage, sale, &c., as if they were fixed property. The stock of a shop, whether mops and brooms, or coaches and carriages, must be sold altogether, but each share of a newspaper was distinct property, and admitted of a separate sale. He (Sir E. Sugden) did not dispute the general propositions which his Learned Friends on the other side laid down, but they re fused to grapple with the particular circumstances of this case. In this case the Court must understand that the parties did not hold undivided shares. He (Sir Edward Sugden) knew that nearly all the newspapers, and he had had something to do with most of them, were divided into a certain number of shares. In this instance the number was 32, and it was agreed that one partner held from No. 1 to No. 24 inclusive, and the other from No. 25 to No. 32 inclusive. Those shares were just as much distinct subjects of property as it was possible for any two things to be that were carried openly to market. Whatever the holder of the 21 shares cho , e to do with them, he could do just the same as the holders of shares in a joint stock company. In cases of joint stock company, where no charter existed, and one member should happen to become a bankrupt, the Court might just as well order the whole company to be sold, as that it should order Mr. Young's eight shares to be sold, because Mr. Grant, who held the other twenty-four shares, was a bankrupt. He (Sir E. Sugden) did not ask for the sale of Mr. Grant's shares. If Mr. Grant's creditors could pay the whole of the debts without selling them, he cared nothing whether they were sold or not. There was a dissolution of the partneship as regarded the articles, but the interest still remained, and therefore if they wished to wind up the concern, they must sell those shares.— They did not submit, as they ought to have done, by their hill, to pay the plaintiff what was due, but they wished only to pay him rateably with the oti ‘r sed.itors. The Court, however, he was sure, would see that it had no power to sell the shares of Mr. Young, the solvent partner. The case would be the sante if there were a hundred partners; supposing there were one hundred who each had a share, the person would be laughed out of Court who, on the bankruptcy of one, would get up and say that the shares of the other ninety-nine should be sold. As in life assurances, where one partner was a bankrupt, it might with equal propriety be said, that the whole concern should be sold. The purchaser of the other shares must come in subject to the contract. It was impossible for his Lordship to make the order sought for on the other side, without saying that all voluntary associations should be sold if one member happened to become a bankrupt. The Equitable Assurance Company was a voluntary asso ciation, the members of which were mutual assurers, and if he (Sir E. Sugden) were in trade, and a bankrupt to morrow, why on that account should the whole concern be sold ? He put those propositions, to show how utterly absurd the argument was. _ _ _ _ The Loan ComicELLoa—That would not be a trading in which you could have been a bankrupt. Sir E. SUGDEN was not putting the case merely as one of bankruptcy, but as the result, and the necessary result, of a dissolution of partnership. Taking it, therefore, that the principle was not different, his Lordship would have no difficulty on that part of the case, but would at once say that he had no jurisdiction whatever over Mr. Young's shares. Those shares were liable to a share of the debts due by the concern, and Mr. Young submitted to pay whatever sums were due on his own account. The Learned Counsel sub mitted that there must be a dissolution of partnership, and that accounts of the concern must be ordered. Then there remained but two points—first, as to the right of pre-emp• tion, and if the Court should be against him on that point, then whether there was a power to sell the whole property, which he submitted was a point of no difficulty whatever. The LORD CHANCELLOR stated that with respect to the waiver, he was in favour of Mr. Young ; but he had con siderable doubts as to the right of pre-emption. He merely threw this out at present, and also that he had a strong opinion in favour of Mr. Young respecting the sale of the whole property. He threw this out in case there should, in the interval between now and the rising of the Court, be any tendency towards an accommodation be tween the parties. Sir E. Suc DEN was afraid there was not the slightest hope of accommodation. Mr. PALEY was of opinion that there was some hope of it. Sir E. SUGDEN was exceedingly happy to hear his Learned Friend say so. On the part of Mr. Young, he might siy that all that was wished, was what was fair and right between the parties. As the Court had decided there was no waiver, and that it had not the power to sell Mu. Young's eight shares, the only question was as to the right of pre-emption. The LORD CHANCELLOR observed that his opinion was strongly against the power to sell the whole property. On that he had little or no doubt. With regard to the waiver, he was in favour of the plaintiff, Mr. Young. But as to the right of pre-eruption he entertained considerable doubts. HALF -PAY OFFICERS AND PENSIONERS. --By a Bill introduced in the present Session, all officers and pensioners are entitled to receive their pensions by a remittance bill, such bill not to be liable to stamp duty.-- Dublin, Paper. It is whispered in the circles of the Court that the tour now performing by the Princess VICTORIA is the first of a series which her Royal Highness will make of her own countr). It is added that, as the heiress pre sutoptive has ri'mv arrived at an age for observation, she will also visit the continent, according to an arrangement proposed by the Royal Family some months ago. The watermen complain that, though the pre sent is the finest summer that has been known for many years, it is the dullest which for as many years has been known on the river. A . severe depression has been produced in American Bank S toc k, b y t h ereto o f t h e P res id en t t o the bid for the renewal of the charter. The price in New York, was, previously, 117 dollars each share, and it fell 10 per centum. The exchange on England has also been somewhat effected by it, and fell from 110 to 1 0 7 1. The shares, which were quoted here yes terday at 26/. fis. each, are to day marked 241. 10s., but it does not app ear t h at muc h b us i ness h as b een d on e. One motive of G enera l J ACKSON f or t h e step h e h as taken, is well known to be that of securing his re-election to the Presidency; but we find among intelligent Americans a stronger dispositi on i n f avour o f the policy of the measure than we should have anticipated. The sudden contrac tion of the paper circulation, which the Bank must now have recourse to, will be attended, it is feared, with serious consequences to the commercial interest of the United States.— Times. The Day and Night City Police Bill, it is understood, has fallen to the ground. SHIPPING INTELLIGENCE-(THIS DAY.) FROM LLOYD'S. DEAL, AUGUST 9.—Wind E.N.E.--Arrived from the river and sailed, the Ocean Queen, Jameson, for Mauritius. PORTSMOUTH, AUGUST 9. —Wind S.s.—Arrived from London, the Roxburgh Castle, Dumy, and James Psttison. Bolton, for Bengal, the latter vessel lost a jibboom, and bowsprit sprung. Off port—Albero, Cozen, for New Or leans ; Ville de Rouen, for Porto Rico. FALMOUTH, AUG UST S.—Wind S. S. E. light. —Arrived the Venus, Simon, fi orn Pernambuco ; John Buschiran, Hindmarsh, from Pugwash. Off port—Ganges, Leach, from Georgetown ; Old Maid, Carn, from Bay Chaleur ; Branches, Atkinson, from Quebec, with loss of bowsprit, and foremast sprung. PLYMOUTH, Auc LIST 9. —Wind S.S.W.—Arrived the Amelia, Duis, from Prince Edwards Island. DARTMOUTH, AUGUST S.—Arrived off port—the De merara packet, Cook, for Jamaica. COWES, AUGUST 9.—Arrived the Powhattan, Le Bre ton, from Virginia. PORTLAND, AUGUST B.—Arrived off Cronberg, the Tikiob, from St. Croix ; Samuel Robertson, Greswold, from New York. STA NDGATE CREEK, AUG UST 9.—Arrived the Tally Ho, Mitchell, from Constantinople ; Union, Mould, from Trieste; Juanita, Fans, from Salon. SCILLY, Auc. B.—Arrived off port, the Paix Boase, from Rio Janeiro; Isabella, Meyer, from New York; and Scandinavia, Born, from Trapani. BRISTOL, Auc. 9.—Arrived the Speculator, Cother, from Demerara; and Eliza Fox, from Lisbon. MILFORD, Auc. S.—Arrived the Ann, Bevans, from Odessa; Mary, Roberts, of 13eauniaris, with loss of fore mast, &c. COURT CIRCULAR. His MAJESTY, attended by Sir ANDREW BARNARD, left town in his travelling carriage and four, at a quarter past 7 o'clock on Wednesday evening, escorted by a party of Light Horse, for the Palace at Windsor. Mr. KELLY was presented to the KING at the Levee on Wednesday, by the Marquis of CLANRICARDX, on being appointed Deputy Lieutenant of Roscommon. The Duchess of CUMBERLAND honoured the perform ance of Mademoiselle Maas in Henry 111. et sa Cour, and also of M ,dame TAGLIONI, in the new grand ballet of La Sylphide, at Covent-garden Theatre, last evening with her presence. Her Ro%al Highness sat in the Mar quis of STAFFORD'S box. The Duke of CUMBERLAND joined his Royal Duchess in the course of the evening. The Marquis de PALMELLA had an interview with Vie. count PALMERSTON last evening, at the Foreign-office. The Minister from Buenos Ayres transacted business at the office of the Secretary of State for Foreign Affairs. Despatches were received yesterday at the Colonial office from the respective Governors of the Leeward Islands. Viscount GODERICH is recovering from his indisposition. MARRlED —Viscount Hosvwx to Miss MARIA COPLEY, daughter of Sir JOSEPH COPLEY, Bart., at St. George's, Hanover-square, yesterday. After the ceremony the happy pair set off for the seat of the Earl of ESSEX, Cashiobury Park, Watford. CHOLERA MORBUS, OFFICIAL REPORT. CENTRAL BOARD OF HEALTH. COUNCIL OFFICE, WHITEHALL.—(THIS DAY.) DAILY REPORT of CHOLERA CASES. COUNTRY. Remaining at last Report, 1330—New Cases, 589—Deaths,226--- Recovered, 378—Remaining, 1404. Total Cases since the com mencement, 27,973—Deaths, 10,339. (Signed) WM. MACLEAN, Secretary. THE MARKETS.-(THIS DAY.) CORN EXCHANGE. There is a large supply of Irish Oats this week, but very little of other Grain. The return of Flour is tolerably good. 'I he Wheat trade continues extremely dull, on account of the very favourable weather. In Barley, Beans, and Pease, very little is doing. Oats find few buyers, and prices remain as last reported for such as are good and sweet. Flour unaltered. Wh eat. English 2,397 qrs. Irish .Foreign 3,565 ARRIVALS. Barley. Oats. I Flour. 742 qrs. 1,779 qr 9. I 6,2s3sacks, 18,476 2,160 brls. SMITHFIEL MARKET• This day's market was well supplied throughout; and the trade with each kind of meat was very dull. PRICIS PIK STONZ OF SLBS. TO SINK TAI OFYALS. s. d, to s. d. s. d. to I. d. 14' Beasts 2 0 2 2 Large Lambs 0 0 0 0 S. •alO y ditto 2 6 210 Prime small ditto... 3 2 4 8 ~..go Oxen... 3 2 3 6 Large coarse Calves 3 2 3 8 Prime Scots, 5m..... 3 6 3 8 Prime small ditto... 310 4 4 Inferior Sheep 2 0 2 4 Large Hof. Second quality ditto 2 6 3 0 Small Porkers 4 2 410 Coarse-woolledditto 3 4 3 8 Suckling Calves 12s.to30s.eadi SluthdownWethers 319 4 0 Quarter old Pigs 12s. to 18s.each. SUPPLY, AS FER CLERK'S STATEMENT. Beasts. Sheep and Lambs.' I Calves. Pigs. 519 10,500 248 100 NEWGATE AND LEADENHALL MARKETS At per stone, by the Carcass. s. d. to s. d. s. d.tos. d. Beet, inferior 182 0 I Mutton, inferior... '2 22 4 - middling '2 0 2 2 - middling.. 2 6 3 0 -- prime large 2 4 210 - prime 3 6 310 - prime small... 3 2 3 6 Pork,large ....... 3 0 4 2 Veal 2 8 4 4 -small 3 6 4 8 Lamb . 3s. 4d. to ss. Od. THE FUNDS.-(THIS DAY.) CITY, TWELVE 0' CL 0 CK. We have several arrivals this morning both from the East and West Indies, but they are of old dates, conse quently we have nothing to communicate from them. The estafette from Paris is of importance in one respect, respecting the taking of the French Loan at a lower price than was expected by the public, 9Sf. 50c. 5 per Cents. Now this operation has terminated, it is thought that the French funds will recede, which has already been effected to about per cent., owing, it is said, to the unfavourable accounts of Don Pedro's expedition, of which we have no further information than what has been already published ; but the steamer from Lisbon is expected daily, which no doubt will put us in possession of some import int events. Consols opened at the same price they left off at yester day, 83i ; 1 , for Account, with scarce a bargain doing as yet. _ _ In the Foreign Market the new French Loan — bears a premium of I i per cent. ; Portuguese Scrip, 3 to 2i die. HALF-PAST ONE. By accounts from Rolland, the Dutch funds came a shade higher, but the letters are not quite so confident of a speedy settlement of their affairs as the former letters were We have very favourable accounts from Rio Janeiro re specting the Imperial Brazil Mines, which have produced in eighteen working days 4141b5. of gold, about 231bs. per day. Consols have bee❑ done during the morning at 83j 84, but at present they are not quite so good, and may be quoted at 83i In the Foreign Market the new French Loan is about I to premium. I'ortugnese Scrip Si to 21 discount. THREE 0' CL 0 C.K. Consols for Account, 83j. DEATH BY CHOLERA.—Between one and two o'clock yesterday, Mr. HENCHELL, one of the Editors of the Alfred newspaper, was attacked at his re sidence with violent cramps, followed by every other symptom of cholera. Medical aid was instantly procured, and although every attention was paid to Mr. HENCHELL, he sank under the attack in two hours. The deceased was about 35 years of age, and had been for some time connected with the periodical litera'ure of the metropolis. MONEY MARKET.—It is gratifying to find that the payment of the instalment of five per cent. on the Portuguese Regency loan is going on with great vigour, and that a large portion of it is already completed. One individual has paid up to-day (Thursday) on an original subscription of 200,0001. Some apprehension seems to have been felt that the last intelligence from Oporto would have produced some backwardness in the payments; but this would have been, in fact, a miserable, short sighted, policy, as impolitic in a pecuniary point of view, as injurious to the came for which the subscriptions were originally entered into. Without money, there can be no chance of success, and to stop its supply now would be to sacrifice certainly all that has been hitherto advanced ; to go on, affords at least some prospect of recovering the whole, and the cause is not, in the opinion of competent judges, by any means in a state for despondency. They remark on the present situation of the Portugnese consti tutionalists in Oporto, and that of the Spaniards in Cadiz in 1320, between which there are many points of peculiar resemblance. For near a month, during the greater part of the month of January, the leaders of that revolution remained inactive, and received no adhesions to the cause of the least importance ; yet, on the Ist of March, not six weeks after the gallant Riego commenced his celebrated movement, the Revolution was perfected in the capital of Spain. A similar result in Portugal is still sanguinely anticipated by the friends of freedom.—. Times. The change of wind has brought in a com plete fleet of merchantmen, which have been beating about in the Irish channel for many days. On Sunday and Monday not less than 104 vessels entered the river. These arrivals will infuse new vigour into trade, and will afford abundant employment to the labouring classes, whose con dition for some time has been far from satisfactory.— Liverpool Times. SPORTING INTELLIGENCE. TATTERSALL' S. The odds on the Goodwood Cup and Doncaster St. Lager averaged yesterday as follow : GOODWOOD CUP. 5 to 4 agst Lord Chesterfield's Priam 7 to 2 agst Mr. Ridsdale's St. Giles 6 to 1 agst Mr. Cliifney's Rowton (taken) 7 to 1 agst Mr. Gully's Lady Fly (taken) 12 to 1 agst Lord Exeter's Beiram ST. LEGER. 7 to 1 agst Lord Kelburne's Retainer (taken freely) 9 to 1 agst Mr. Gully's Margrave taken) 9 to 1 agst Mr. Vansittart's Perion 10 to 1 agst Mr. Richardson's Fang 11 to 1 agst Lord Cleveland's Trustee 1:3 to 1 agst Mr. S. L. Fox's Julius (taken) 13 to 1 agst Mr. Bear.lsworth's Ludlow (taken) 14 to 1 agst Mr. Walker's Conrad (taken) 20 to 1 agst Sir R. Bulkeley's Birdcatcher 2i to 1 agst Mr. Ridsdale's Burgomaster 30 to 1 agst Mr. Walker's Francesca 30 to 1 agst Lord Sligo's Daxon (taken) 200 q to 60 agst Mr. Skipsey's Physician (taken) 240 to 200 on Fang agst Ludlow 600 to 500 on Perion agst Fang 600 to 500 on Trustee agst Julius Even between five and the field. YORK AUGUST MEETING. York, Wednesday Night. Owing to the fineness of the weather and the attraction of the Two-years old Stakes, the company to-day was much larger than yesterday; the sport, also, turned out very superior. The betting on the Thirty says. Stakes is still very fiat, neither Julius, Fang, or Francesca having ar rived, nor is it yet known whether they will mike their appearance. THIS DAY'S RACES. Sweepstakes of 20 sous. each. T. Y.C. Mr. Watt's Belshazzar, br. to Belzoni 1 Mr. S.Fox's Tesane, by Whisker Mr, Powlett's br. f. by Lottery—Miss Fanny 3 The following horses also started but were not placed;—. Colonel Cradock's br. c. Partner, 2 yrs. Duke of Leeds's f. by Lottery, 2 yrs. Mr. W. Crompton's Satan, 2 yrs. Mr. Jaques's ch. f. by Swiss—Comedy. _ . Betting, 6 to 4 agst Belshazzar and 2 to 1 agst Tesane. Atter two false starts they went away well together, Te sane, Miss Fanny, Partner, Mary, and Belshazzar forming the front rank till near the stand, where Partner and Mary died away, and Tesane appeared to be winning ; Bel shazzar, however, was still in reserve, came up, challenged, and won by about half a neck—ridden by Nicholson, Tesane by Johnson, and Miss Fanny by Nelson. One third of the Great Subscription of 25 soya each, and 50 added ; for tour-years old, Sat. 71b. ; fillies Set. 41b. Two Miles. Twelve Subs. Mr. Walker's b. c. Consol, by Lottery 1 Mr. Houldsworth's b. c. Contest, by Catton 2 sto 2 and 3tol on Consol. The horses took it very easy for about 200 yards, after which Consol broke from a walk into a moderate pace, which gradually increased to good running ; at the distance Contest went up, and a very pretty set-to followed, Consol winning by only half a Lead—jockeyed by Scott, the loser by Darling. On the judge calling out the result of the race, the crowd under neath the chair (owing no doubt to the resemblance of the names) mistook Contest for Consul, and much confusion ensued on the judge repeating that it was the latter who had won. Lord Kilburn and Mr. C. Wilson inquired into the matter and confil med the decision, which, in fact, we can vouch for being perfectly correct, despite the noise a nd brawling of those who were interested in upsetting it. The Corporation Plate of 50/. 3 yrs., 7st. 71b.; and 4 yrs., Bst. 81b. ; fillies allowed 31b., and maiden colts '2lb. The winner to be sold for 200 guineas, &c. Heats a mile and three quarters. Mr, Garforth's f. by Figaro Mr. Wilkins's Ballochle my 2 2 The King's Plate on Tuesday was decided just as the coach went past the course, and we were unable to give any parti culars of the running and betting. We now subjointhem. 6 and 7 to 4 on Rodolph, and 3 to 1 against the win ner. Catillus and Romulus made the running at a fair pace to the too-mile turn, where Scott brought up Ro dolph, took the precedence, and went on at a merry tune till near the distance, closely followed by Philip and Stot forth ; between these three a struggle ensued, Philip's dis comfiture being completed at the stand ; the other two fought it out resolutely to the end, Stotforth by dint of whip and spur winning by half a neck only. The rest were beaten a long way, especially Catillus, who pulled up at the wood, nearly a mile from home. YORK, WEDNESDAY NIGHT. The following is a statement of this evening's betting :—. DONCASTER ST. LEGER. 8 to 1 agst Lord Kelburne's Retainer (taken) 10 to 1 agst Mr. Richardson's Fang (taken) 10 to 1 agst Mr. Gully's Margrave 11 to 1 agst Lord Cleveland's Trustee 13 to 1 agst Mr. Beardsworth's Ludlow 20 to 1 agst Mr. Ridsdale's Burgomaster 20 to 1 agst Mr. Walker's Conrad 20 to 1 agst Mr. Bulkeley's Birdcateher 40 to 1 agst Mr. Walker's Francesca (taken) SPIRIT OF THE PUBLIC JOURNALS. We extract a paragraph from an evening pa per, in which it is stated that a camp is forming at 'Windsor, and that troops are assembling from different quarters, to devour the provisions there collected, or to engage in the exercises there to be performed. The citizens of Lon don and of the neighbourhood, therefore, who may be desirous to witness the image of war in the midst of peace, or to be amused with the dis play of bravery by our gallant countrymen in the absence of an enemy, will be able to gratify their taste or to indulge their curiosity at a small ex pense. No deeper feeling, we are persuaded, will be engaged. In England, where from the ad vantages of our insular position, and the strength of our powerful navy, we have long been relieved from any apprehensions of an external attack, we have generally regarded the disposition or distri bution of our domestic army as a matter of su preme indifference. We hear, indeed, of its movements, when a rebellion is threatened in Ireland, or of the display of its admirable disci pline in Hyde Park, when some foreign Prince arrives who may be gratified with a military re view ;—but the public in general take as little interest in such matters as in a new melodrame at one of our minor theatres. We have had our militia, our velunteers, and our yeomanry cavalry in the country—we have had our garrison bat talions, our guards, and our artillery forces, in and round the capital or about court for half a century, but we never conceived ourselves on that account a military nation at home; we never thought that our army was to be separated from the people ; and we never raised our grovelling ideas to the splendour of a camp at Windsor ! Of camps in England we have often heard, but they were Roman or other foreign camps,—they were monuments of ancient tyranny or violence,—they were rather subjects for the antiquarian than for the existing Commander-in-Chief at the Horse-Guards. Of camps abroad we have known more. The Bourbons, in the last year of their reign, had camps at St. Omer, and in several of the other military divisions of France. The ordinances of Charles X. were proclaimed and resisted— to called t h e the h a e id r_eg a im n d en i t t s s i t l r - r o t o h p e s i , r , c , a h r o n/ h ) a a d t the " glorious days" dawned upon F rance tl S e M t. in O is r t n ry er marched towards Paris on the 28th and 29th of July, under the white flag, returned to their camp on the Ist and 2d of August, under the tri-colour. We mention these facts with no de sign or desire that they should be applied to the state of our happy country, or to the conduct of our beloved King. We are, indeed, quite convinced, that though the report of the en campment may be true, his Majesty and his constitutional advisers have had nothing to do with this absurd military demonstration. Any influence that it could produce on the public mind,—if seriously intended to overawe opi nion,—would be, of course, perfectly con temptible. The amount of our domestic troops would not be sufficient to guard the old Homan encampments to which we have alluded, though. the country were again covered with forests, as in the time of Caesar ; and though the number of our people were reduced to their ancient di mensions, before Birmingham had its iron trade or Political Union, and before the villa , e of