The Express.
London, England, 1864-04-28 00:00:00

Tax DEPOTS AIITHENTIQUES for SALE
of the MIFFS, Tobecote, end Clore. setwateetered co hit-
EriTaNCI 90VIIINKIWT TOBACCO ALOIINWITILATION,
we at
102. PIOCLDILLY, W.: 411, ONO WR.LGUIZTITIT. CITY.

IN what Happy Land can I see you after the
J. Omar I ads knew at eat "Happy Lair la ablch a
patliakaa nay orapTANIIII, OoveaLgaitlea. w iear follow t

Elm earpreoo.

If..ellismiebb teto-ertle7 fee Tbol;;;;;• teedee Wean
Paw, .ud be at lbe ales. iR Bouiveleetreek bY Two
bo'k ea lb. day et pabikelieb.

HAYMARKET.
TEM Warm, ERR snots TO CONQUER. Maras. Howl,
Rogers, Gordon, Chet, CuHanford. MMEelakes ; Msedusses
AAR,'" &medal, Fltswollas.—LlN FIVE SHILLLNOS.
Mr. Backskase.—And A KIM IN THE DARK.

PRINCISTA
TIM Erartito, THE 001I1MY OF ERROR& Mears. Vain&
Nelson. and the Brothers Webb.—A CONCERT. Mr. hansford.
—And KATHERINE AND PITROCRIO. Messrs. Vale. sal
D. Fisher ; Miss C. Canes.

LTC2I7II.
Ten Vicna. A DAY APTIi HO PATH. Wr.Wlddkesta
aad Mat H. Lavenoa—And PLAYING WITH ma Vaasa.
Parr. Wlddloomb, sod Shore Warn Carlotta
teciarcg. Spam,
wads. P. Laelaroo. sad Ma. Wlaataalry.

Terze Evehneh 1112 wfaiirDza If ALBUM tern L
Lane sod all $ Oempeay.—THY GLUT OttOBT 1771tC7.
...Grand Tableaux freak nebie Playa—AM MO-
LEAL Mader Pura aseiheelid YIMS C. BR Case and heat.

HIGH WATIS AT LONDON WM.
MI DAY Mauls& H•. 80..... Ailentles. 611. iles.
Taiwan** Manila& Ilk. Oa.— AOda♦ U. 32cs.

LONDON, THURSDAY, APRIL 28.

THE old jealousy of limited liability in trade
and commerce still lingers, notwithstanding the
remarkable acceptance of the principle by the public
in its application to joint stock companies which
we have witnessed within the last two years. But in
Parliament the feeling is much weaker than it was,
and may be expected before long to die out alto-
gether. Mr. SCHOLEEHLLD'S Partnership Amend-
ment Bill, which has for its object to extend
limited liability to private partnerships, was read
• second time on Monday in the House of Commons
without a division, the members who feebly op-
posed it sorrowfully acknowledging that the opi-
nion of the House was against them. The period
of references to select committees and other dila-
tory processes is over and gone. Last year a bill
of like character was passed in the House of Com-
mons after long debates, bat reached the Lords too
late for legislation. Mr. SCHOLE7III.D'S Bill, consi-
dered as to its leading principle, is one for enabling
a person with money to become a partner in a busi-
ness, with liability limited to the sum he embarks.
The kind of partnership thus contemplated is
neither novel DOT exceptional in commerce. It is
the contrary principle—namely, that participation
in the profits of the capital employed in a busi-
ness entails an unlimited liability to the part-
nership creditors—that might be truly described
E both recent and abnormal. Mr. SCHOLIEIRLD
merely proposes that British partners shall enjoy a
liberty as to the terms of association which pre-
vails in almost every part of the civilized wand,
and which is as old as the Roman civil law. His
Bill is en improvement on the one he brought for-
ward last semion, inasmuch as it contains safe-
guards in which that was found deficient. Com-
mercial firms constituted under the proposed law
will consist of two kinds of partners. The
limited partner is a person who places his money
in the concern, and while it remains there re-
ceives, not a fixed rate of interest for its use, but
a share of the profits earned. He must not bold
himself out to the world as • partner by allowing
his name to appear in the firm, nor must he
take part in the conduct of the business : • breach
of either of these conditions would make him a
general partner with liability unlimited. But
the nature of his connexion with the house,
and the extent of his interest in its for-
tunes, will appear in a public record, as the
firm will be required to furnish to the Registrar of
Joint Stock Companies, within • fortnight after
the constitution of the partnership, the name and
place of business of the firm, the full name and
place of business of each partner, • declaration
concerning each partner, whether his partnership is
general or limited, and in the latter case • state-
ment of the amount lent and the date at which it
is to be repaid. The limited partner, although
not allowed to interfere in the management of the
business, will have the right to examine the books
so as to ascertain the character of the trading and
the amount of profit or loss. And for the protec-
tion of the public, the registry of limited partner-
ships, with all the particulars we have enumerated,
will be open to public inspection at the office of
the Registrar.
These provisions do no more than restore to
the commercial community a liberty of association
which was always its due, but of which it has been
long deprived by a dictum of Chief Justice Eras,
pronounced in 1793. it is the most natural
arrangement in the world that be who puts money
into a business in the conduct of which he takes
no part should be paid for the loan according to
the profit earned, while the rule that a peanut so
doing shall be held liable to the creditors of the
borrowing firm to his last farthing is artificial and
fantastic. The consequence of maintaining such a
principle is illustrated often enough in our Comte
of Bankruptcy, to the grievous injury of bola Mel
creditors. In the present state of the law • 1
capitalist puts money into • concern without be-
coming a partner, and acquires an effective control
over its management, Including a distribution of
its profits, retaining all the while the legal position
of a creditor. The result is that in case of the
failure of the borrower, the lender, instead of being
liable to creditors to the full extent of his
loan, has a creditor's claim, which he has special
facilities for enforcing, to the detriment of the
estate. At present a man may furnish the
whole capital of • trading partnership, and
take securities for repayment, and if he takes care
to stipulate for 15 or 20 per cent. of interest,
instead of a moderate share of the profits, he is
not a partner but a creditor. Such arrangements
cannot be absolutely and altogether pre-
vented by any legislation, but the surest
way to diminish their number is to extend
to men of restricted means, actively engaged in
business, that liberty the want of which at present
keeps from them persons willing to become
partners if the law would allow them to do so
with only a fair risk, and throws them

into the hands of the unscrupulous. The
present law makes men of money, whose
co-operation with men of commercial or produc-
tive capacity would be of advantage to the com-
munity, afraid to enter into inch connexions, and
gives the grasping money-lender an advantage in
the field. Nothing but strong prejudice could
suggest objections to a liberty so natural as that
which this Bill is designed to confer; but that pre-
judice, there are evident signs, is fast dying away.
The great point to be cared for is that the con-
stitution of firms availing themselves of this liberty,
together with all information concerning them
which creditors may fairly expect to be made ac-
quainted with, shall be open to view. Mr. BetioLs-
ricuis Bill offers the means of affording this in-