The Express.
London, England, 1856-03-03 00:00:00

LONDON, MONDAY, MARCH 3.

Two of the most important measures of the Sara,
the Partnership Bill sad the Joint Stock Companies
Bill, are to be considered to-night in the Hoses of
Commooe. At present we shall confine oar observa-
tions to the Partnership Bill.
It will be remembered that the general °ldiot of the
Bill ie to protect dormant partners—persoss who
without taking any active part in the management
of a ha loes. are yet entitled to a certain proportion
of the profits of a partnership. Even under the
present jurisprudence, sieve the abolitioa of the levy'
laws, it is possible by a skilfully castrated cabal
substantially to scoompliah thin results and, there-
fore, the oontemplated change is for the purpose of
enabling a man to do that directly which at pre-
sent he can to a certain extent do indirectly. At
present, as we have often explained, the moment it
is proved that %lowa is entitled to a share in the
profits of Jam and Co.'s boasts, be is liable for
the debts of Jam and Co. to his last farthing.
Blow* say be living a thousand miles off; he
say be the infant son of a deceased partner;
he may be a benevolent old gestlessan living at
Scarborough, who has kindly lent I,OOOJ. to Jotas
and Co. ; the creditors of Jonas and Co. may never
have heard of Blown ; they may have supplied
goods, not in any way tasting to Blowit's private
fortune invested in Consols; and yet if, in fact,
Baowx is entitled to a share in the profits, be is
liable to the extent of his whole fortune, sad nothing
an protect Mee. This state of the law is obviously
aboard. Why should Bnown be made Sabb to the
extent of hie whole fortune ? Because, it is odd, he
shares in the profits of the partnership, and therefore
he must share in its losses. Oa what ground ? On
the ground, we are told, of an equitable regard to the
interests of the creditors of Janis and Co. Bat
those creditors in eatractlng with lan sad Co
had so knowledge whatever of the existesse of
Bsowx as a partner. They therefore sever gave
credit to him—never gave credit to his private
fortune. That private farts,* wee in Coes* ad
therefore was never used for the purpose of misleading
them. Why should not buns and Co. be allowed
to say to the oreditore—We bare our own a
pital, sad we boa a certain amount of other,
'vita Thais who advance that other capital
de net interfere in the management of the
sowers ; they trust to no. If these capitalists
me masted from leading to us se *sedition
el sharing in the profits to a certain extent
without risking their whole fortune, they will not
lend at all, but if no law prevent them they will
readily lend us their mosey, sad thus net only we,
the active partners, bat you, the trading cre-
ditors. will be benefited. The good policy of part- 1
menhir with limited liability is obvious. True it Is
that even ►t present, by leading mosey at an exorbitant
interest, to be radioed to a son proportioned to the
ammil pat, Lam may eireuitraly obtain all the
advantages which he will obtain ander the proposed
law ; but the difference is that ender the present
law the lender is a creditor grinding down his debtor
and defrauding the other (redden, whereas nada ,
the proposed law the /Rader will be a perms who, ,
having a real interest in the eases of the coacern—

bosses be is, is fast, a perms whir agrees to sink
sr swim with the senses—will probably be disposed
to take a km strict view of his own rights, sad a
mere indulgent view of the obliiratisos of the settee
pietas&

The principle of limited partnership, although un-
kaown is this sonstry, hes lees bees established is
Prase% and fission truasfeeted theme to the United
States. It *ln fast, the Law of Oweeemidies. Assura-
ble to that law ono or mere proms respossible Ghee-
lately,u gassed partnere, may be sesesiated with ems
or more sleeping partnere who furnish a certain pro-
perties of capital, sad are liablesely to the extent of
the feeds furnished. Aceordieg to the statutes or
New 'fork the same sort of partnership exists Wet
-1.101/111 partners being the astigmatism of these
partners who are respeesibie to the lest farthingt
tweak, Farthers being the &Wootton of those pr-
oems who furnish certain foods to the comma stook,
and whole liability extends so farther than the fond
finished. These special partnere are not allowed to
trashiest any business es esecent of the partnership,
et to be employed for that papas as spats or
otherwise; hot they may mini* ea to the manage-
went of the partnership donor.. Awarding to Eng-
lish law,., it stands at remit, a creditor, is crater to
prove a mat liable as a partner, bee to prove only
this—that he shares is the profits. According to the
Americas law jest laid down, in order to prove that a
loan shone in the profits is not sufficient—the creditor
must pen to show that the speckle/sleeping partner
has not only advised bet less taken aa active share in
the partnership, or basin some way held himself oat
to the world as a partner. The Bill of M. Lows,
se it stand. at preset, proposes to sleet as *blest
something similar. From what has been said. it is
sitar that a sea may be proved to be liable as a part-
sir is several ways. Coe of the ways is hyalite/kw
that he shine is the profits. It is essesived that this
mere fast taken by itself ought sot, in judos, to
Wiest a mu to the loss of hie whole lacunae ; but,
at the same time, it is equally obvious that a man
who trades epos his pinata' credit, or who alleles
parsons to assume that he has pledged his personal
credit, or who personally conducts a business, ought
to be bold responsible to his last farthing. How,
thee, is the proposed object to be *Beefed of protest-
ing a man from the loss of his whole forts's* by the
mere feet that he @harm is the profits? The
amended Bill assess% by seeming, " That
se person wry's, oa lousiness shall. by reason that
another penes ataree(er is entitled to share r) in the
profits death !manna, have power to contract debts
os behalf of snob other person or to subject hies to
any liability." If this Bill passes, therefore, it will
no longer be possible to nuke a man liable to the
extent of his fortune by simply proving that be
shares in the profits : tome more definite sot if In-
terference meet be proved. The soots of Feriae, sad el
America expressly provide for the right of a perms
to advise without making himself liable., a partner.
Those who framed the Bill before us have, in ell °Pi'
sin, exercised a wise dietetics is emitting any seek
qualification. It I. admitted by French lawyer' that
this right of advising has given rift to grave difficul-
ties, and even to ooesiderable fraud. Capitalists have
bees found to carry on a trade as special parkin,
Oriel; advice to a general pettier who turned out to
be a man of straw ; and thee, when the catastrophe
came, these espitslists attempted to shelter
themselves under the pies that they were
is fast special partners, and is givlog doles

did not exceed the rights of a special partner.
The patrol partner—the man of straw—being un-
able to discharge the debts, the ruin of the creditors
has too often been the consequence, while the special
partner has escaped comparatively unharmed. We
thick it preferable, therefore, to leave to the judges
the qu.stion whether the amount of interference
proved is such interference as ought to make a man
who claims to be a sleeping partner liable to the full
extent of hie fortune. There is another point as to
the registration of these limited partnerships which
demands attention. It is undoubtedly tree that both
in Franoe and in America such registration is re-
quired. How far it ought to he insisted Oa bete is a
matter which will no doubt be fully wandered in
committee, and on which, foe the present. we reserve
oar opinion.