The Express.
London, England, 1867-09-21 00:00:00

THE UNIVERSAL TOURIST COMPANY
( LIMITED) AGAIN.

Mr. Emanuel, solicitor, attended at Bow street
Police-courtyesterday to prosecute upon summonses
issued at the of M. Bresniski Wilhelms, mer-
chant tailor, 15 Poultry, spinet Mr. Craig, the
chairman, Colonel Muter and Captain Lemnard, di-
rectors ; Mr. Cross and Mr. Francis, former directors
of the Universal Tourist Company (limited), charging
them under the Companies Act of 1862, that being
directors of the Universal Tourist Company (Limited),
on the 13th July, 1867, and subsequent days, an applica-
tion being made at the registered orrice of the company, in
Henrictte.street, Strand, to see the register of share-
holders, and also fur a copy thereof, such application was
refused, and that they authorised or permitted that
refusal.

Colonel Muter only was in attendance, and it appeared
that the other defendants had not been served with the

Mr. }'lower wes prepard to adjourn the cue until a
future day, when the other defendants should Le pre-
sent; but

Colonel Muter preferred that the charge, as against
him, should be proceeded with at once. He pleaded not
guilty.
Mr. Emanuel, in opening the case said he was in-
structed by a gentleman who took these proceedings
solely on public grounds, and not from motives of private
interest. He entered at some length into the details of
the act, which, however, need not be recapitulated here,
having been recently stated in the reports of another pro-
ceeding against some of the directors. Mr. Emanuel pro-
ceeded to make some strong comment, upon the manner in
which the company had been got up. Mr. Wilhelm* was
a creditor of the company, and having no remedy against
the individual members, as in the case of en unlimited
partnership, had made application personally, and through
his solicitor, for reruns' of the list of shareholders, and
also for a copy, with a view to taking steps to wind up
the company. These applications had been repeatedly
refused. He contended that the full penalties ought to
be imposed, as unless the provisions of the act were
enforced any seven persons might associate calling them-
selves a limited company, paying If. each on their shares,
might get credit to large amounts, pocket all the profits,
and defy their creditors, who would have no
remedy. He should ask the magistrate to order'
the penalties tc be paid to the informer (Mr. Wilhelms) in
order that they might be divided amongst the creditors.
Each director was liable to a penalty of 2/. for every day
for the refusal to show the register, and another 2/. for
every day for refusing to supply • copy, which, as the
refusal was continued for 8d days, would amount to 3521.
against each director.
Mr. Flowers said procedings bad already been taken
against three of the defendants, including Colonel Muter,
for not keeping • register, for which they were liable to a
fine of rd. for each day. He had convicted them for one
day only, but on the understanding that proceedings
should not be taken with reference to the other days they
had agreed to pay a considerable sum for costa, which.
indeed, waa paid. It appeared to him that to proceed
under another form for what was substantially the same
neglect would be like vexing them twice ; he thought,
therefore, the charge against Colonel Muter must be con-
fined to any refusal subsequent to that decision.
Mr. Emanuel said the former proceedings, of which be
knew nothing, and with which his client bail nothing to
do, ought not to be a bar to the recovery of penalties for
distinct offences. If that were the rule, directors might
evade responsibility by getting a friend to take proceed-
ings and recover • nominal penalty, and then plead that
as a bar to any further prosecution.
Mr. Flowers said the former proceedings were instituted
and carried on in anything but a friendly spirit. It was
proved at that time that there was no register in existence,
and the conviction was for that very neglect. It would be
absurd to fine men for not showing that which did not
exist.
Mr. Emanuel said the offences were distinct.

Mr. Mowers maid they were distinct in this way : if the
directors kept a register, but refused to show it or to give a
copy, they were lialole toe penalty of 2/. a day. If they
did not keep one they were liable to a heavier penalty—rd.
a day. But it could not be contended that they were to be
fined for not keeping a register, then for not showing what
did not wait, and then for not giving a copy of it.
Mr. Emanuel said that was what he contended the
legislature did contemplate, and upon that point, if the
learned magistrate decided against him, he should be ob-
liged to ask for a case.
Mr. Flowers—That you may do, but I shall not stultify
myself by fining a man for not showing what does not

Mr. Emanuel went on to urge that the full penalties
ought to be imposed in order to be paid to the informer
and others in discharge of their claims.
Mr. Flowers said he bad no power to pay the fines over
for any such purpose, nor would it be • power which he
could properly exercise. He should have to try the ques-
tion whether each debt was a just one. The defendant
might say, as to any such debt, that the company did not
owe the money. It was true he had power to pay it as a
reward to the informer, but it was absurd to reward • men
for giving information of what everybody knew from the
newspaper reports of the former CAM'.
Colonel Muter said all this did nor really affect him.
He was not connected with the company until long after
the circumstances mentioned. He himself was a creditor,
and had lost money by the company.
Mr. Emanuel said that with regard to all he had said
of the management of what he did not hesitate to call a
swindling company, be freely admitted that Colonel
Muter was no party to anything of that sort. In fact, the
colonel was one of the victims. Still, that would not
absolve him from the present charge. Every director was
liable for the acts of the company's servants, ea a pawn-
broker would be liable if one of his servants made an over-
charge of interest. or a publican if his barman kept the
house open after hours. It was not at all necessary to I
show that he had actual knowledge of what was done,
Again, his tendering his resignation would not relieve
him from responsibility, which continued until his sue- '
°woe was appointed.
Mr. Flowers said the observations against the other
directors ought not to be urged in • proceeding against
Colonel Muter. It seemed very much like going against
the wrong roan. He was decidedly of opinion that some
proof of knowledge was necessary, and be certainly did
not see bow Colonel Muter could be said to " permit" the
refusal after he had tendered his resignation, declining to
have anything more to do with the company.
Mr. Emanuel, after arguing the matter at some length,
said be should certainly ask for a case to be submitted to
the superior court.
Mr. Flowers—Then give &lithe evidence you think ne-
cessary.
Evidence was then given in support of the summons, and
it was arranged that Mr. Emanuel should prepare • case,
and submit it to the magistrate.