The Express.
London, England, 1856-02-02 00:00:00

THE EXPRESS, SATURDAY EVENING, FEBRUARY 2, 1856.

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LONDON, SATURDAY, FRBRUARY 2.

WITH regard to the fall of Bars, we have a direct
and explicit promise from Lord CLAMINDON that" all
the papers connected with that event—from the first
occupation and fortifying of the place, end from the
period when General WiLusits was sent by the
British Government to aid in its dance, to the day
of the surrender—will be laid before Parliament at
the earliest moment." Mr. lIIIMAILI gave notice,
last night," dint be will move on Monday for a return
of the several sums transmitted to the Porte Rader
the resolution of last year, and of the dates at which
the remittances were made. Such a return will
throw light upon a subordinate question intimately
connected with the ensue of the fall of Kars, and it
is therefore to be wished that Government may allow
it to be presented to the Hoses. Lastly, Mr.
Warms= has given sodas that he will, at an
early day, call attention to the fall of Ban. There
is good reason to hope that everythiag con-
nected with the ill-staned Anatolian episode in the
campaign of last year is in a fair way of being eluci-
dated; and it seems, therefore, most expedient to
abstain from farther remark on it at present.
There is, however, one among the thousand and
one contradictory rumours rioanested with the sur-
render of Kars suggestive of an important practical
reflection, which may be touched upon without pre-
judging the main question. It is darkly hinted
that Slum Pscs• was bribed by the Remises
to withhold his aid from the doomed strong-
hold.
It cannot be denied that such a OW
picion has been strengthened, since it has
transpired that the ill alms of Smut Pears
to the beleaguered garrison were not confined
to simple huddles. Dr. BANDWITZ, in his narrative
of the siege of Kan, after candidly stating his clouts
whether the Pacha mold have relieved Bars by
advancing with the form at his disposal against the
Burdens, adds :—" Nevertheless, had it not been for
the mendacious despatches of this Turkish General,
we might have cut oar way out of Bare through the
enemy, after having destroyed oar gene and stan-
dards; and while yet the strength of our sea allowed
them to perform the feat, Bunt PAcHA might have
awaited as in some good position. This plan was, I
know, a favourite idea of General Wixximas, which
be abeadomed reluctantly when the desperate con-
dition of hie famished troops pointed out the
impracticability. The constant despatches of
Sews PAcHA encouraged as to continue in
our position to the utmost limits of human
madames; and added to our other miseries by
practisiog upon us a heartless and ignoble deception."
Still, if all that has been told of the indolence, situ-
lidity, sad incapacity of this Paella be true, they
axe sufficient to amnia for his lies and cowardly In-
setivity without the aid of Russian gold. We have
adverted to this subject at present not fee the purpose
of passing a judgment on the coodoetof BuLnt PAcHA,
bat foe the palpate of remarking that here again
we have an advantage gained by Russia over Turkey,
attributed lees to the eras than to the gold of the
former. Ever since a rider was bribed with the
jewels of the wife of Pima L to allow that monarch
to maps eat of the trap in which he had been
caught on the Pruth the samestory has been repeated.
Every disadvantageous treaty with Bessie ratified
by the Porte has been attributed to the cor-
ruption of this Vizier, or that Turkish Plenipoten-
tiary. We have no intention to enter upon specific
oases, or to investigate the truth or falsehood, the pro-
bability or improbability, of the allegations that have
been made regarding them. We have only to iv-
mark that " where there is =soh smoke there must
be SOON fire," and to urge the enmity of carefully
guarding against the possibility of such manceavres
in the negotiations about to commence.

In this there can be so dilksity. The terms of
pease Sr. now to be dimmed and settled, not in some
remote and obscure locality on the Turkish frontier,
sot ems in Constantinople, bat is the capital of
France, now pissed by the alectrle telegraph in direst
and immediate sommaniestios with Loudon, and

ander the eyes of the whole of Europe. It will be im-
possible fir the agents of Russia to influence any
Turkish Minister by clandestine appeals to his cupidity
or ambition. The French and English Governmeats
have the negotiations absolutely under their control;
and the feelings and principles of European statesmen
are ineempatible with gross, direct, maniocs ear-
nption. Os this seers the public mind is quite at
Nee. Bat it cannot be concealed that the opinions
which are prevalent respecting the agiotewrs of the
various Exchanges of Europe have disseminated
widely-spread and =easy apprehensions respecting
insidious inflames to which statesmen may b. ex-
posed without being aware of it. We have
implicit confident* in the integrity of English
stetson= of all parties. The wall of separation
built up by our eanstitaticsal practice between
English Ministers and the Stook Exchange has kept
them free from taint. We have perfect coo&
dente in the firmness and sincerity of the Euentost ;
and we will not allow a suspicion to cross our minds
that any person who has bees allowed a voice in the
emuseils of France, even though he may be exten-
sively engaged in Bonne transactions, will allow
mesiderations of private advantage to bias him when
weighed against the bosom and interest of his
country. But, as the first Roman Emperor said of
his sponse, " OMAR'S wit. must be above easpidon."
The ultra-pace& longings of the Paris Bonne are
notorious; the reckless sad insidious machinations
of many of its speedsters equally notorious; and
the skill with which they contrive to elicit hints and
information that may =beer= their operation., •
matter of constant marvel. These was will be in-
oreastly on the alert, so keg as the Coeferenoes
continue; and any ear given to their whispers, any
inceatiess eonimeakatiose mode to them, may pro-
duce the most dimness sign= epos public opinion,
if not upon the program of negotiations. We feel
confident that this source of danger ends only to
be pointed oat to ensure its being effectively guarded
alisiast

LAST eight the Haase of Oetsisons did itself
istialte credit. The Vida-Panteinunr of the BOLLIP
of MAD& is brines, forward his swiss with
respect to the Law of Partnership sod Met Ike&
Clowpsnisti diepieyed a grim ef pulse psis states.

menship and a felicity of expression which are rarely
seen within the walls of Parliament. And the effort
was appreciated. It was indeed fitting that in dis-
cussing perhaps the greatest question of corn-
menial reheat which has ever been mooted, the
repreeentatives of this great country should forget
their party prejudiess, and apply themselves dul-
-1 passionately to the consideration of the proposaL
The Hones of Commons proved itself equal to
the occasion ; and we must confess that to
witness men of all parties abandoning politi-
cal differences and uniting to carry a greet mea-
sure of legal and commercial reform was a spectacle
singularly gratifying. Nevertheleas this very unani-
mity may well teach legislators caution. For more
than a century, succeeding Ministers and succeeding
Judges have vehemently supported what we may
now perhaps call the exploded doctrines in regard to
Partnership. For more than a century Joint Stock
Companies, with limited or with unlimited liability,
have been regarded by most men as hotbeds of fraud
and societies for the advancement of ruin. Only
some few years ago the present Joint Stock Regis-
tration Aot was passed, the elaborate provisions of
which, although intended to check fraud and to curb
speculation, have, in fact, protected the one and in-
creased the other.

The propositions of the VICE-PRIAIDIIIT of the
BOARD of Tacna us twofold—they deal with two
different subjects, and are embodied in two distinct
Bills. The first relates to private partnerships,
the second relates to joint-stock oompaniee. Both,
however, are founded upon the same prin.
dple—namely, freedom of contract. At present, if
A °Detracts with B, A is not only entitled to call
upon B foe payment, but if B is unable to pay, and
it turns out that a third party, C, has supplied B
' with mosey, and shares the profits, A is entitled to
ens Cto the uttermost farthing. But if C, indeed
of taking the profits as profits, only takes a sum pro-
portioned to the profits, then C escapes all liability.
Bo that by a technical dodge one man may render
himself liable to the extent of his whole for-
tone, whilst another man may enjoy the benefits of
limited liability. In more popular phrase this is the
rule of law ander which dormant partners are made
liable to the whole extent of their fortune for the debts
contracted by the active partner. A creditor who
lends his money or supplies goods to a man who
afterwards tarns oat to be insolvent may come upon
a dormant partner, of whose existence he was in utter
ignorance at the time be made the contract, and he
may thus obtain repayment out of resources which
never entered into his calculations when he made the
contract. This absurdity it is proposed by the first
bill to abolish ; in other words, by a bill of two
clauses it is proposed to repeal the cue of WAUGH V.
Canvas, which originally established the liability
of dormant partners ; and the effect will be to keep
them safe, and to throw the whole liabilities of a cott-
on upon the active partners. The ruin of benevolent
old gentlemen who have remained se sleeping
partners in firms, and have been ruined by their
benevolence, will no longer be heard of, and this is a
I, benefit of no slight importance in • commercial
country.

Bet the second bill is wider in its mope, and will
be more extensive in its consequenoes. As Mr.
CARDWELL admitted, it is impossible to dispute the
principle that every man is entitled to make what
contract he plasma, provided he gives ample notice of
the contract which he intends to make. The right
of associating together for the purposes of trade is
not a privilege—it is a matter of mere agreement of
contract ; and when men talk of the privileges
granted to corporations, it would be more correct to
speak of the rights restored to them which they
have been wrongfully denied. The freedom of con-
tracting as you will, and with whom you will, being
admitted, the only thing which it is absolutely neap.
eery to provide for is, that ample mottos shall be
given to the public, in order that they may know
with whom they are contracting. Men mast not be
deceived into contracting with shadows which will
elude their grasp when they are to be made respon-
sible. The contracting parties must be certain and
didn't*, and every heftily must be given for the
creation d those societies, and for the enforcing of
their mutual rights.

It ie surely a singular instance of misguided legia.
Wiwi that, although the greatest public works which
adorn this country are the product of aggregate
sapital, that power of figgregatiou is hampered by •
thoneand dielculdes. At present the law depends upon
the 7 & 8 Viot., e. 110, and the Limited Liability Act
of last session. The elaborate machinery of the former
Act has proved an Otter failure. The provisional regis-
tration which was required Rader that Act, and which
was intended to give a parliamentary status to in-
choate companies, instead of protecting the public,
powerfully tended to deceive them. Shareholders
imagined that there was something respectable in
being under the resin of an Act of Parliament. Their
suspicions were lulled, enormous frauds were perpe-
trated, sad the undefined rights of the parties doting
this state of embryo existence proved the rain
of thousands The Act of Parliament indeed pro.
hibited the sale of scrip, but the Stock Exchange--
which holds the law of honour above the law of

Parliament—dealt with the scrip as if no such pro-
hibitioa existed. Men of straw subscribed the
deeds, and companies nominally for one purpose were
turned to other purposes. A thousand vexatious and
expensive moditioes were imposed, which, even so-
cording to the admission of Mr. CARDWILL, have
proved utterly nugatory. And even if the re-
strictions had been less annoying than they appear
to have been, no *Piston at present exists by which
the poor man can combine his labour and his small
capital for the purposip of oommeree. Even ander the
Limited Liability Act alert session a li, share is his.
possible. And yet apes no principle whatever is it
possible to justify any such restrictioo. But all these
anomalies Mr. Lows proposes entirely to abolish.
He proposes to repeal the 7 and 8 Viet., cap. 110, and
the Limited Liability Act. When the number of
partners is under 'seven, the new Act doss
I not apply, for it is thought to be better that
any number of persons below seven should
be considered as BIM common partners. But
if the number of persons associating together for
the purpose of gain is greater than six, and less than
twenty, the Act may be adopted. And if the number
exceeds twenty, the Am 'noel be adopted. The only
associations to whisk the Act does not apply are
banks and insurance oompabies. In order to form a
company under this Act, the only thing necessary is
that seven persons shall sign what is called
a memorandum of association, cootabiag the
name of the company, the object foe which
it is instituted, the liability of the share-
holders, and the number of shares held by each.
Upon this being filed with the proper °Meer the oom.
puny is formed. It is a corporation, and the several
shareholders will incur no greater liability than is
involved la the amount of their shame. To this
memorsadam is added a set of byirlaws whisk are
' coomised in a schedule is the het. These bye-laws
provide for the is management of the uncia-
-1 tion, and they may either be adopted simply from
the sehmlab of the Ast, or with nob changes as the
Mimeses may think convenient. Thus a company
may be coastitated at an expease of sense lA, and
the option of forming sash as mamba= is opn to
all, The creditors of the company will be potbelly

informed of those to whom they must look ar
responsible, for the company will have a corporate
name, and providos is made that a list of shareholders
shall be kept at the omee of the company itself.
In short, the true principles of economical 'denim',
thefreedom of conuserce, logical completenese,method,
and succinctness, are the characteristics of this bold
and comprehensive measure, which has already ex-
torted the admiration of the House of Commons, and
which we hope will ere long, by the wisdom of Par-
liament, be permitted to stand as a noble monu-
ment to the enlightened spirit of those who framed it.