The British Press; or, Morning Literary Advertiser.
London, England, 1825-05-04 00:00:00

JOIXT-STOCK COMPANIES.

The following remarks on the legal difficulty of con-
ducting the business of unincorporated Companies arc
copied from an able pamphlet` on the state of the Existing
'Ler, just published :
Towards showing the difficulties, or rather the moral immssi-
Way, of partnerships, composed of very numerous members, being
able to get on, in the way of maintaining actions for debts due to
them, with the necessary success, let US suppose a particular case,
• torch as will be likely continually- to arise in the course of ma-
naging the affairs of any trading Joint Stock Company consist-
ing of a great number of members. A preliminary remark or
• two, however, mill remain to be first made, touching the nature of
&YIN in contemplation of law. Debts are things which in law are
caned causes in action, that is to say, things io action, or flange to
which a party has a right, in contradistinction to things in pos-
session. or of which he is in the actual enjoyment, and to reduce
which into possession, or actual enjoyment, or, according to the
legal term, to recover which, is the object sought for in bring.
ing the action. Bat these chose.: in action, with a few exceptions,
such as bills of exchange and promissory notes, are not assignable
'at law, that is to,say, the legal property in them cannot be
transferred to another, so as to entitle that other to recover them,
or to join in recovering them, by an action at law.
Suppose, therefore, a partnership existing to-day, 0 consist of
any given number of persons, and that they sell goods to John
;Stiles on credit; but that, on the expiration of tue credit, he
neglects to pay for them. and that hence it becomes necessary to
bring an action against him, to recover the money. for which they
were sold. The first question is. in whose names is the action to
be brought? The answer is, in the names of all those who
ocm the partners at the time of the sale, or in the names of the
survivors, if any of them ate since dead. But it may happen
that this partnership may be a " fluctuating body ;" and that
the partners may have been either really and legally, or only
arofcssedly and nominally, or really and legally for some pun.
peso', though not so fur others, continually changing. It may
apren, too, that Stiles has repeatedly bought goods of this con-
tinually changing firm or Company ; for the value of all of which
goods it is necessary now to proceed against hint by way of action.
Suppose, then, that the body consists of 2,001) partners (nu very
extraordinary number, if we may truetto the Prospectuses of the
slay), and that Stiles has bought goods of them at twenty-fire
'different times, the credit for all of which goods is now ex-
pired. Suppose that during this period of time there hare been
300 changes (a very moderate computation) in the members of the
firm, by the sale, or suppesed sale ot the interests of that number
of the members. Suppose during the same time there have
been six deaths, and that, in consequence of these deaths, ten
new individuals, as personal representatives of the deceased mem-
here, hive been admitted as partners, to hold the interests of the
deceased, which we may suppose to have consisted of twenty-one
ten-thousandth Tani of the whole capital of the firm, of which
ten-thousandth parts several arc now come to be split into two or
three, according to the number of the representatives of some of
the deceased partners, so as to rake twenty-thousandth and thirty-
thousandth par's. Vow let the exact of the several salea or
mangers, which have led to tin. iaipposed 300 changes in the mem-
bers of the partnerslap he. It ot them ascertained. Let the
times of the deaths of the deceased partners be also supposed
to be accurately known. and Rho whether any, and which of
those members who have parted with their interests in the " con-
cern" have also died, and when they died. In the next place, le;
the exact days of the sile of the several parcels of goods to
Jelin Stiles be likewise clearly ascertained, and let all these
',points be clearly capable of proof. To give the cause a name, let
she plaintiff's be commonly known as " The Royal, Wax and
Tallow Candle, and Tallow Cantle with Waxed Wicks Company,"
and let Stiles he indebted to them for certain dozens of podnds
weight of candles, of the value, in the whole, of 10/. 12s. 6d. ;
that is to say, 25 dozen pounds weight of candles at Ca. fid. per
doses. Let it be beneath the dignity of such a Company to trouble
themselves for a moment with any consideration of whether the
proceedings for any part of their demand ought not to be taken in
the County Court, or in a Court of famiseiettee. Or rather to shut
out cavils on -tell a point, let the demand be twenty times as
great as -tied lictore supposed. The fortunate "Solicitor," who
Ina, be in:emceel to take measures for the recovery of the debt.,
will go, as a matter of ccurae, to a still more happy Special
Pleader. or to the "Standing Counsel" for the Company, to be ad-
vised what to do. By the time the Special Pleader has written
three or tour times over for further instructions, the facts as above
supposed will possibly have been got at. He will then have to
consider, first, how many actions must be brought? And here,
aneereuch as during the time of the sales to Stiles, of valich there
are 2s, there have been 300 charges in the members of the firm,
wealueive of the changes by deaths, and the admission of the
petered representatives of the deceased as partners, he will, in all
probability, soon discover that there must be 2tl actions: and this
Mule depend upon there having been a change of one or more
members of the partnership, between each sale of goods, a point
so be ascertained, by comparing the exact times of the ebonites of
partners with the exact times of the sales of the goods. It has
already been stated in whose names the first action must be
brought. The second action will be to be brought in the names
of those who composed the partnership at the time of the second
sale et geode, or in the names of those who compoied the part-
nership at the time of the second sale of goods, or in the names of
the survivors, if any are since dead. The plaintiffs in the second
• therefore, will embrace all those who have continued
partners from the time of the first sale of goods, and all those
whoa became partners after the first sale of goods, and continued
partners at the time of the second sale, which will include all
shim who, being partners at that time, have since *old their interest
an the partnership ; but those, if any, who legally ceased to be
partners after the first, and before the second sale of goods, will not
oe comprised among the plaintiffs ; so neitaer will the executors
of toy deceased partners merely as executors, nor any who nave be-
come eaetners since the second sale. The like course will be to be pur-
..r.a with the supposesi remaining three and twenty actions. With-
out insisting upon the numberless questions that might arise in
trim actions. es to whether this or that individual legally ceased
to be *partner in the firm, and at what time; and whether this
or abet other individual legally became a partner, and when ; it is
conceived that the moral impossibility of such Companies attaining
ice the long rue tic necessary suceesa is prosecuting actions,
to afford them any legal security for their peoperty, is, in what
has already been etibinitted to the reader, sufficiently manifest.
• " A View of the Existing Law affecting Uniecorporated Joint
Stock Companies By John George, -Esq., of the ?diddle
Temple, Barrister-at-Law."

Yesterday morning, pursuant to public notice, the Lon-
don militia mustered in the Artillery-ground, at to o'clock,
fur the purpose of training and exercising for 28 days.
This regiment is 600 strong, and is under the command of
Alderman •fir C. Hunter. They have not been called out
kfore for four years. The muster was very strong. They
ware formed into companies, and afterwards were marched
oil' the ground, to be new clothed, and furnished with accou-
trements, 4&.c., and to-day the regiment will meet for the
purpose of going through the various evolutions as now
practised by the regiments of infantry.
0.1 Thutslay afternoon there were about twenty yes-
oe's at anchor iu the Roads, mostly from the Baltic, wait-
ing the spring tides to enable them to enter the harbour of
Leith.

Vyse, Ludgate-street, we are Eirormed, has the best
amortmeot of Leghorn Hats, of the new Brozzi fabric ; arid he
In,r introduced something quite new, made of a novel materiel, which
hai 'vet with unisons lopprobation.

LIVERPOOL, MONDAY EVENINO.
Wind g• W S.E.--litgh Water 42 minutes past 10.
Arrived the Atlantic, Barber, from Fernainbitco. Railed thel7th
March ; Alice. Ellison, front Sierra Leone, sailed 26th February ;
Alfred, from Trieste; William, from Gallipoli ;
severance, —„ from Marseilles; Prince of 1.1"aterloo. from
Limerick 4 Johan Strng, Dar!rig ; Shamrock,
Montgomery, from Belfast; Elizabeth., ()wen. front Drogheda 1-
Tertness, —, from Dartmouth; Catherine, Adams, from Sa-
vannah ; Hii.tl.field, White, from Dublin. Fame, Irvine. from
Glasgow ; Lineraid Isle, —, front Dublin ;' Bellamy, —, from
Parlstow.
Off t:,e Silas Richards, lloldridge, from New York ; Franklin,
—, from ditto.
The Silas Richard', from Neo York, sailed the 8:11 April, in
company a. ith the Herald, for Liverpool.
The Atlantic, from Pernambuco. Railed the 17th March. On the
lbtit April in lat. 30.29. long 29. 6. spoke the brig Atlande. from
Bahia for Falmenthl on the 26th April in lat. V. 31. long. 8. 15.
spoke the brig Hampton from London for Grenada; on the 27th
instant, in lal. 40.10. lung. 7. 40. spoke the ship Loyal Sam, from
Liverpool fur Newfounifitmd.
The Alice, from Sierra Leone, sailed nth February. The Fair-
field. Rose, and Prince Regent, were to sail in two or three days.
On the 20th April, off Cape Clear. spoke the brig Daphne, of
3lahlon„ from Baltimore in Ircland for Newfoundland.
The Charon, l'ratt, from Liverpool, arrived at Boston Bth
A pril.
The Marais, Drew, from Liverpool, and the William and Jane,
Darling, tram Liverpool and Plymouth, arrived at New York.
The Elizabeth, Dagneer, from Jamaica, arrived off' the Isle of
Wi„oht.
I'he 'Thomas Farral, Barry.from Liverpool, arrived at 11"aterford.
The Margaret. Falcon, front Liver- pool, arrived at Belfast.
The Westmoreland, frau, Liverpool, arrived at the Savannah.
The Cortes, De Cost; La Fayette, Tanning; Euphrates. Sprague;
and Magnet, .lint, from Liverpool, arrived at New York.
MAY I.—Sailed the 'aria, 'l'regarthen, for Messina; Courier,
Hudson, for New York; Antelope, Munro. for Brazil;
Jefferson, fur Calcutta ; Adventure, Hoeirtard, for Jersey ; Wash-
ington, Jones, and Lancashire Witch. Neele, for Lisbon; Thomas.
Hannah, for 3liramichi ; Sir William Wallace. Tilley., for New
Bransteick Argos, Wilkinson, for Newfoundland; Canada, Ito-
frws, fur New York; John,. lloilgßon, for Belfast; Liberty.
l'hompson, for Coleraine; Lady Florence, Bishop, for Drogheda;
Jane, %Vise, for Dublin; Betsey, Milne, for Galway; Shamrock,
Kermode, for Limerick; Industry. Farrell, for London; John,
Macdonald, for Londonderry; Thomas Hyde. Neill, for Wicklow.
.LAY 2.—Sailed the II arrict, Thornton, for Quebec; .Margaret,
Ileneghan, far New Brunswick.