The Sun.
London, England, 1855-06-30 00:00:00

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THE BUN, LONDON, SATURDAY 'EVENING, J UNE 30. 18 55,
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CIOUNTRY VARKETS,
ie.
premium for idleness and misconduct, end the sooner it interest, and a hoe share or tw. o„thires.share of the profit, the carrying out of really bona fitte and beneficial under- and that argument was onlAimportant in consequence ;at present many instances of limited liability known to r Mr. LOWE observed that the question whether a men
and the two gerants er managing parties to have the sole t takm• gs that lam quite convinced the present law is not of its having been put forward by the commissioners, who, I our law, and they all resolved themselves into questions of ! might be allowed to lend money on the basis of profits in- .
,-__--- -4, was put a stop to the better.
triot o- dr
ae
yd
°oft. tshoel dt:wt hne
el
fl
Sir. F. BARING thought it was somewhat -unfair to management and sole , signatinge The concern prospers to merely theoretically but Practically an incubus on in their report-which, with all due respect to them, he notice. The hon. member for Kendal (Mr. Glyn) had re- stead of interest was raising again the question of the
LIVERPOOL-Judw 29.
tie d • d ahere is a . striking case in one general general commercial enterprise. Yon cannot induce a neer- thought was a very meagre and unsatisfactory one-seid:- ferred to bills of exchange :in the acceptance of a bill of usury laws. He believed that in the form the bill now
•' ' k
make charges against civil departments, in the absence
walys , wahyi c' h ai
su the city of Muthausen, on French ground, chant of good standing in the city to enter into a joint-seoc
"Further, it appears to your Majesty's Commissioners that exchange hy a partnership under this act, there would be stood it would not work at all. It must stand upon some
a notification that it was a partnership with limited lia- distinct principle, h b.
haTvihnegrebeweans.
• the department of Haut . and Ba-s Rhine, which is trading partnership, because he fears the unlimited respon-
the benefit to be acquired by the managing or limited partner
try trade, who evinced rather • heats
sh w
of any persons to make explanations in reply, and thought
k
bility
uaury'laws let it be treated as a branch of the usury laws. Lite. The late arrivals of red Baltic and Spam.
et
now a second Manchester, which would not* have risen to sibility. The first question put to,a solicitor of a joint-s.toc
will be at the expense of a more than countervailine amount e • . and if te o jeet was to repeal the.
the course unusually inconvenient upon a mere motion. s.ll*
Mr. GLYN-There is no such provision. 1 That limited liability was good in itself was now generally
earatte:tdapnacret
to Per
for the adjournment of the house. 1
-10th of the importance and riches it pmesesses now, company by the best men proposed as directors neva-
liability, and when of injury to traders bearing the burden of unlimiteeliability,
Mr. MALINS would be ready to introduce an amend- ' admitted, but the question was, what was the principle on
Lord EBRINGTON deprecated the attack made by were it not for these contra ntdites ; all the capital they riably relates to the extent of their
who will have to enter into campetition with those who enjoy
went to that effect if there was not. The hen. member which it should be based ? That principle he held to be . - ore tneY
ld to 2d per 701 b over the low prices of Tuesday b _
the hon. member for Lambeth, ant expressed a hope traded with these 3J years, to -my knowledge, was lent they are told it is unlimited they withdraw. But these same the protection to be given by the proposed law." faorfatihr
t late rate..
could supply themselves. Flour a slew sale, a .o_t
further pressure to realise. an
that full opportunity would be afforded for the discus- by Swiss houses of Basle, Zurich, Rec., to these French men are at the same time quite convinced of the soundness of
He altogether denied the inference here drawn by the com- must be well aware that, even at present, if a person ad- freedom of contract and right of association, leaving every ,
vanccd money to one member of a firm on the acceptance man to contract as he pleased unfettered, provided the Oats maintained their value, but oatmeal was Caper / r
nd fully s.
sion of the whole question of the civil service. borderers, and has returned _ more than 100 per the undertaking, and disposed to embark in it considerable . .
=limners. (Hear.) If the public could be served cheaper
lower. Barley and beans more inquired for, a
_e„
In answer to a question put by Sir J. WALSH, cent ; in fact, it is become a city of palaces, and now, though sums. They are the very men of all others whose prudence
h inland buys the raw materials at Liverpool and and judgment would be invaluable in conducting such adven- and better by such an arrangement with regard to limited of the fired the /ender would not be entitled to recover contract was a bona fide contract, the terms distinctly ue-
• els of Indian co,e
but near
m i i yas was now proposed, that arrangement ought to
1. b.rt against the other partners, if the circumstances of the derstood, and the public protticted by registration. The • •
Lord PALMERSTON stated that he would on Mon-
; ufactures, at the utmost north tern part tures, and they are wholly debarred from joining them by the
transaction were such as to let him know that the advance bill, however, went far beyond that, and encumbered the were much presied for sale early in the market,
a slight rest'
day fix a day for the further proceeding with the Irish 37aulneuhuester
,
of France, printed cotton, and sends it back to England." existing law." be made, and those who carried on undertakings
upon the principle of unlimited liability could have was notfor the purpose of tho partnership. What was th A principle of limited liability as dependent upen con,tract
but limited liability ? He believed that this alteration of and association with a number otuseless restriction& There the close, these being disposed of, there was . ,e„,
dear. No inquiry for peas.
Tenants' Compensation Bill.
This, he thought, was a satisfactory instance of the sue- What was the practical effect of prohibiting, by the opera- no vested interest in a bad state of the law. on account of
nod to
t e sys em would be productive of the greatest advantages was no reason why the advantage should be confi .
h t
mixed 465, and white 48s to 48s 6d per qr.
VICTORIA GOVERNMENT BILL.
cessful mode in which this class of partnerships had worked tion of the law, the formation of this class of joint-stock injury that would be inflicted on them by a change in the t
apital.
11 A f h
trade genera y. saras e saw, the only objection joint-stock zompanies or to a certain amount of c .
On the motion for. the third reading of this bill by
amone their French neighbours. He could quote other tes- companies in this country? The consequence was that the law. But whether the competition to which the com • °
ulls• alleeed againet the bill was on the ground of fraud. Some All that - was necessary was to take care that the parties
WAKEFIELD-JUNE 29. i
ket be
Lord J. RI7SSELL, e
timomes to the successful working of this law in France, persons who were determined to have them would still have sioners referred would succeed or not, still remained to be "
one had gone so far as to say that the bill was one for were responsible, and to asiure the public that the Do-
into mar ,
tion, and yellow could not be bought under 46s 6.(1 to *''
The fine weather brought more wheat
Mr. HADFIELD complained of the great increase in but he was unwilling to trespass upon the time of the recourse to such associations if the inducement was suffi- seen. In a large class of trading transactions private le alising swindline That was an areumemt which had minal amount of the ca ital, be it what it might, would be
the allowance tor the expense of religious worship in the :house. The game law had been adopted in America, and ciently tempting ; but, instead of establishing joint-stock traders were sure to succeed against joint-stock corn- begen applied in other cases, not, however, with any satis- forthcomine in the eve& of a crisis. The bill, he thougtft,
colony wbieh this bill would impose upon it. The whole Chancellor Kent, the great American lawyer, stated in his companies in England, they went. abrodd aed, formting panics, from the greater facility with which they could
factory results. People said that the abolition of arrest by was a very fair specimeu of the manner in which the Par-
ehtly easier in pried.
fair emend for feeding, and b
colony was, he was informed, opposed to this portion
.Comdtentdoes that this was the only instance in which the compaeies there, Tarried on the 'tentless in this coup ry. arrive at decisions and take advantage of any turn in the mesne Process would be dangerous ; but it had been abo- liament of this country legislated ne law-for the rich and
t Ceans were ls per dr*
Oats and shelling were steady, len
le of New York had departed in any material respect So, while professsing to be foreign compames, they were market That reat master of economical Science Adam • .
g . 7 , lished, and the commercial credit of England had not been another for the poor.
of the bill, and he hoped the noble lord would reconsider p
f euP
th • t • - - all Enelish aie suldecting themselves to all the • •
rom e English law. For the last 30 years, however, the re y. ~ oomp na . J Smith, in considering this question, observed-
destroyed. He believed that the law of England with re- Mr. CAIRNS remarked that if contracts were allowed cheaper.
the subject. He considered the bill as too important to soeptr:istet,vexdatig ?al! roimitant:twesiiit
siir=eBr.s rßaeftii.lseeyd
it:
-7--
law of limited partner hip had been in operation in New other inconveniences of being domiciled abroad, in order
"Without a monopoly, however, a joint-stock company, it
be thrown out upon the ground of his objection to the
gird to partnership was not creditable to English society. to be made without restriction, as the hon. gentleman Bug-
EXETER-JuNE 27. 6a
York, and a siaiilar law, differing in some comparatively to have the advantage of limited liability. (Hear, hear.)
would appear from experience cannot long carry on aii
ted from 98 ~.
clause, but he should on the proper occasion move t;) in.-
immaterial respects from the French law, bat substantially Upon this point he would again quote the evidence of Mr. • . ,-.
oranch of foreign trade. To buy in one market, in order to
Y It could not be doubted that men of industry, talent, and gested, it would be difficult to carry out the principle of
sert an amendment which would give to the new e.go
tat- founded upon it, had existed in Massachusetts tor a some. Baker. That gentleman said-
sell with profit in another when there aro many competitors selves and their country to business if the laws now in Parliament was called upon to confer a benefit, it should to 10s Od. Malting barley, 48 8d to
genius, would devote themselves, with advantage to them- limited liability. He was decidedly of opinion that when Goneemaln our market wheat mayssbeodqu;
B s Os Od to '''
slature to be created by the bill the power of appropr.
what shorter period. The testimony with regard to the "So great is the demand for limited liability that com-
e colony which
in both, to watch over, not only the occasional variations in force were repealed. (1-lear, hear.) 'He hoped the pro- impcse such restrictions as were necessary for the public Od to Os Oe. Oats, 3s 8d te- 3s 10d. ean ,
ing any sum for religious worship ia tee - working of this law in the United States was equally strong panies are frequently constituted in Paris and the United the demand, but the much greater and more frequent varia- posed alterations in the law of partnership would be made, security. • The mily objections he had to urge against the Od. Peas, 00s Od to 00s Ocl.
they might think proper. and clear with that with respect to ite operation in France. States in order that they may obtain the security which in tions in the competition or in the supply which that demand and that the house would not agree to the po tponement bill were objections' of detail-for he thought the basis of FLOUR. -Fine, 55s Od to 56s Od ; sent' , ,t.
he en
Sir J. PAKINGTON moved to add to t.d of Mr. Minturn, one of tbe first merchants in New York, and this respect the laws of those countries afford. When these is likely to get from other people, and to suit with dexterity recomme Idb th h bfK 1 ls the measure not sufficiently broad. What the public Od per sack. . d carve'
n( e y e on. mem i.r or en( a .
• cows an .n
hat an bill for
clause 4 the proviso " Provided always t y a -gentleman with whom he was personally acquainted, companies are formed in Paris they pay a heavy duty to the and judgment both the quantity and quality of each Mr. CARDWELL thought that it was rather late in the wanted was limited liability, and the only restriction CATTLE.-Prime beef, 12s 6d per scorted
d er lb., rear/
.g
repealing or altering the aforesaid conditions shall be re. said that these limited partnerships commanded as much French Government. The duty assessed upon one company assortment of goods to all these circumstances, is a e
uay to discuss the question of the principle of this bill, for which ought to be imposed in
,granting, it was such as might 10/. 00s to 16/. ; butchers' calves, 5d tosote.
1 PLambs Oti too
served for the signification of her Majesty's pleasure eetteirs aiitpcfl ;:sfidenejeatss ref ollinal partneoripsfne:ro. igi•awthiintanniyofirnei waedr: taheoosolicotirsonaztuhit
otoFat :on species of warfare of which the operations are continually it had been settled, at least in practice, for many years. be necessary to give securityethat in the event of a crisis calves -s to . a each. Sheeptli too°
s to 00s each'; Ole:
thereon, unless the governor thinks fit to withhold- her t-3
811'e• un
th'et thga lUD 714i1 itar res onsi: vernment be Zhicmh an annutanlPsum was aid instead; but we chang,ing, and which can scarcely ever be conduct?cl success- Up to and during the time when Lord Eldon held the the nominal amount of capital shoule be forthcoming. . Od per lb. Store hog.% large si ,
0.. at, to per Is
les'sed his
En.c,nr . opinio e sys em o m .
fully without such an unremitting exertion of vigilance and Great Seal, it was with much difficulty that the crown Mr. J. G. PHILLIMORE observed that the principle 00s to 00s ; small, 00s to 00s. Ron nia
Majesty's assent thereto." •
P y • • 13
h sitatiou as the
lenity preseuted as many advantages to all parties as any should have paid the larger sum without e .
attention as canuot long be expected from the directors of a could be induced to exercise its prerogative by the grant upon which the bill proceeded might be traced back to the Perk carcases from 108 Od to 10s 6cl per score.
Lord J. RUSSELL objected to the amendment in the
. within his knowledge. A gentleman of Boston said, that purchase-money of the law of partnership en comman,dite, if joint-stock compauy. The only trades which it seems possi- of chartere of incorporation. But by the act of 1837 a old Roman law.
----- 26.
his readiness o rovide
terms proposed, but expressed t p
from his experience he was entirely in favour of the system the Government had made it a sine qua non. Besides this duty ble for ajoint-stock company to carry on successfully, with- t d • R ' •h'df h B I f
ereat change had been effec e , and the practical result of Mr. HO Sk ALL advised t e Presi ent ot a oar( o INVERNESS.--JuNg
'76s Od. Bars
for the object contemplated bY P
the roviso b other wordt
y •of limited partnership, as one which was of great utility upon the capital, there are customs' duties paid to the French out an exclusive privilege, are those of which all the ope- 7
that statute had been to vest in the Board of Trade the Trade to adopt, with these bills, the course which had been . nds 53s Od to 546
ere od to . ed, od to
withdrawn, and the bill then
Coner.-Wheat, white, per qr.,
,i 7 common, OUS
The amendment was to individuals without any harin. to creditors. He (Mr. Government on the importation of the shares to be stamped in rations are capable of being reduced to what is called a rou- power of grantin,g or withholding charters to trading com- reeomntended by the right hon. member for the University
ley, chevalier, 31s Od to 32s Od; ditto,
Bouverie) would not multiply evidence upon this subject, Paris,stampdutieson the actesociale constituting the company,
1 • ditto
passed.
tine, or to such an uniformity of method as admits of little or *p-anies-a power which had been exercised with more or of Oxford.
31s 0(1. Oats, Els Od to 32s Od.
,A n 1 tO 255 °'
Pki •
grinding do., Ot
- ' NEW SOUTH WALES GOVERNMENT BILL, but he thought he might fairly state that all the testi- the hire of offices in France, and the salary of a gerant there, no variation."
less jealousy by different ministries. Such a tystem as Mr. W. BROWN was understood, as far as his remarks
On thei motion of Lord J . RUSSELL, this bill was read alonY received from countries where the • law of limited who gives a power of attorney to some one in England, and He believed that the change he proposed would prove the that was one which would not bear consideration. It was were audible, to express his disapproval of the bill.
'on does nothine but live in the offices and receive an commu- •
and, an ameralment having been made in liability was in operation -was, almost without except' , . e , . .
Y. wisdom of Adam Smith's doctrine, and would show that not necessary to refer, and lie would not weary the house Lord PALMERSTON said it was true that these bills se2
a third time ;
ase eal 16 61 t 20 01 - braise Per 'ye •dto, etis tal
unanimously in its favour. Having shown, then, that mcations from the Government. All this expense is incurred
s t o 8 C ,
in ordinary trading undertakings joint-stock companies by doing so; to the experience which he had had, both as were no concession to popular clamour, but to the progress Pe In '
0 Ott .2d di .
1 2s 2(1
the preamble by the insertion of the words " and re- t . .
Ist flour, per 2801 b, 57s Od to 6 s eao imperial is ti
le dories of eh A useralien colonies"after r
specting the eoun .e- . . oreign experience proved. the advantages of this law, he simply to get the benefit of the French law of limited liability, could not compete with private traders althou h there
thought it was not an unreasonable proposal to ask the and it amounts generally to 400/. or 500 L a-year. I have I •• • , g , member for Liverpool and ad Vice-President of the Board of en g p q
li htennient u on uestions of social and Political fin-
was a large c ass of enterprise in which those compames of Trade, of the evils of this system. It was obvious to 'portauce. They were ie accordance with the real pzinciples
t • • 00s Od ; oatmeal, best, per st. of l'-`
r.OO-80aotlietaol,orrod 179,1..1)41.1 -1,6111,05 g
ostos j 64
?-edui
barlerroa cash,
the words " disallow the same," the bill passed.
British Parliament to adopt a similar principle in their reason to believe th ,t one company's ex i eases incurred in Paris were the most likely to succeed. There ought to be no.
to Os Od ; ditto second, Os Odlos
WASTE LANDS (AUSTRALIA) ACTS REPEAL commercial law. The bill for amending the law of part- to obtain the benefit of this law amounted to nearly 4,0001. I the plainest-common dense that matters ou ht to oonso of the existing law, which, if roperly applied, did enable
legal impediments in the way of competition. He believed no longer ; that the officers who carried theglaw ofglimited partiesassociating themselves tpogetherto protect themselves to 00s Od ; peasemeal, ls 10d to 0 °OtIldls;""1.•
BILL. nership which he had introduced was a very short one, and am within the mask in saying that during the last two years that this bin would effect a wise change, because lie had liabilit • t ffe tuhtto be the ministers t the dis- b limitation of their liability. It was highly satisfactory.
yin o e c o g ,no Y 33 6d credit ;2d ditto, 20 ed cash,
This bill was read a third time and passed, on the mo- provided that when persons lent money eo others engaged at least 20 companies have been formed in France solely far confidence in the force of the objections urged ageinst the
,Tulo 29' llkindB
pensers, of justic.e ; that the right of restricting liability to find the general concurrence of opinion which had been
ket for a
o_,
tion of Lord J. RUSSELL. in business, on condition of receiving a sum varying accord- the same purpose. They are, in truth, English companies, existingdaw, and because he was sure that they as legis- ought not to depend on the private caprice of the indivi• expressed by those who had taken part in the debate on the
' t war f the in "
ing to the amennt of profits, either in lieu of or in addi- both as to capital and directors, and all this expenditure is lators ought not to place any dam across the channels in dual holding office, but that it ought to be otll h I. f ••-1 f h bli ct• 1 • We have still to report a very
pen o a t e expeetency o the princip eo t ese is. er aan t , some gum , are 0
BRISTOL S—UGA-R--2: 9d
c.r..e.d..it.
, ro-
rs P
'PARTNERSHIP AMENDMENT BILL. tion to any interest on account of such loan, the lenders just so much money taken from this country and paid to
rice • •s wee ,
which capital was disposed to run. (Hear.) There was Queen's subjects. (Hear.) Such , being the unanimous hon. gentlemen thought that it was fenced round with two of suear, and the transactions of the w.e,e: Refine t but
should not be deemed to be partners with the persons France as a consideration for the use Of her laws. If the pre-
, Mr. BOUVERLE moved the second reading of the Part-
evidently a strong disposition at present to embark capital feeling of the country, the housnwas bound to pass a law great and unnecessary restrictions. He was free to confess trivial kind, at again rather.easier.
uPiai WY thl
borrowing such money. The bill contained provisions with sent commission does not lead to anealteiron:i the law, the
in joint-stock undertakings, and they could not say, until on the subject of limited liability. .By its vote the house - that, in dealing with a subject upon which it was well duce has met with rather more I
' nership Amendment Bill, and, in so doing, said that what-
respect to the registration of loans, and practically its effect companies formed in France and th TT tris will be-
they had made the experiment, what, would be the result had already declared that the present state of thing's ought known that there existed what he might without offence lower rates have been accepted.
ever opinion any hon. member might entertain with re-
would be to introduce a state of the law eery analogous to come more numerous and soon monopo ise tewo e, at least of that disposition. If they removed all impediments upon not to go on. This also bound them to pass some measure, eat' great and strong prejudices, the Government had per-
------•____-__--_____---__
tpect to the questions which he was about to subject to the
the French law of commanditea and to the law of special uriess the Joint-Stock Registration Act be very considerably
R -
commerce, provided that the contracts entered into by Although there was so thin an attendance of hon. members haps encumbered the measure with some restrictions uhich
consideration of the house, and whatever anticipations
COAL tIARKET.--JOIIZ
and limited partnershid Er-listing in the United States. altered. There are many undertakings awaiting the decision companies and by indivi, wale were faithfully and honestlY at that moment, he believed that there was no subject of under other circumstances their own real opinions might
of the Inarket. s. cl•
they might hold of their beneficial operations or of-their
There was one objection to such a change of the law which before they decide on their constitution. I have two in my fulfilled, and left people to ascertain the advantages of the internal legislation which excited more attention than the have led them to dispense with ; but it was a great object Prices of Coal per ton at the close
evil results, no one could deny the importance of the Inca-
' the second reading of which he had that night to
sure,
eat the iesent moment for workin atents in Ene-
was very much dwelt upon, and-that was. that the whole of own offic. .p • .g p .
as relative modes of carrying on business, they would have subject on which they were then engaged. He (Mr. Card-. to pass these bills-(cheers)-it was of infinite importance, s. d.
the cases to which he hail adverted and all the evils attend- land which will be made French companies if the English
pose He regretted that he had not had the oppor- • ~ . „ . done their duty as legislators to those whom they rePre- well) quite agreed with the hon. member for Kendal (Mr. he thought, that they should pass into law in the present Bate's West Hartley 17 6 ....... g 0
pro .
ant upon the present system neight,be met by loans at law remains unaltered. ,
sented. (Cheers.)
Glyn) that it was extremely important that the house should session ; and he would urge upon those who thought the Chester Main, , ........... t .
17 0 Len's" •••
................ 1, 0
• he the bills were introduced of stating the
-amity w n
reasons which induced her Majesty's Government to fixed rates of interest ; that a retinog partner, for example, No statement could be more clear and convincing as to the Mr. COLLIER considered that the house and country not be premature, for it was in truth dealing with a law Gcaernment had not gone far enough, and that there Cookson's Hartley l6 6 Riddell :e, ................. _, 0
bring these questions befora the house, and he proposed to might, if he chose, leavehis money in the concern to which futility of attempting, in these days, to keep capital from were much indebted to the hon. gentleman for the manner which involved the whole fortune and subsistence of the should be still further relaxation in giving freedom of trade Hasting's Hartley lB 6 Wlarnchu°
................
i'lii 6
invite consideration to the two bills together, for though he had belonged, and receive •a fixed rate of interest ; and engaging iu those undertakin,gs which really were tempt- in which he had introdgced the bill. It was not a perfect families who would be subject to its provisions ; but he to capital, that they should make some saceifice of their Howard's West Hartley . Eden Main ..............
.19 3
they related to different branchee of the subject, it was im- that a man who wished to assist an adventurer might lend ing and advantageous to it. Thus, it was quite clear that measure, but it was at feast a further step towards freeing was induced to hope that they might, even during the theoretical opinions, for ,the purpose of obtaining a law Netherton 18 0 Belmont .... ne .
........•••• .1 6
Wallsend, 34°' ./7 6
possible to discuss one without the other. He should, him money in the same way. He denied, however, that those engaged in joint-stock companies desired this limtted trade from all restrictions. The principle •of the bill, as limited period of the present session, succeed in putting a upon the subject without any further delay. (Cheers.) It North . Percy Hartley _l7 6;Frarawellgate
.............. g.. 0
limas at a, fixed rate of interest-could ever come in as a sub- liability. All men must desire, on embarking in a joint- he understood it, was, .that tr ,ders had a right to contract bill into shape that might impose a simple and self-acting had been said they ought to be cautious, because these sub-
therefore, in his observations on the Partnership Amend-
stitute for the class of transactions proposed under this stock company, that their liability for the acts of the direc- with the public on any terms they chose, provided they law, known to Pnd understood by the creditor and by the jects had occupied the attention of Parliament for twenty Tanfield Moor l5 01Lanibton ..... • ..............
../.: 0
ment Bill, couple his remarks on the measure which was
called the Limited Liability Bill. (Hear.) He proposed, in' -bill. *Meer.) In the first place, a trader, if he was a prn- tors shenld be limited to the amount they staked in the con- gave the public notice of what those terms were. debtor. The real object therefore of the present debate years. Why, surely, if they had been twenty years with- Tanfield Moor Butes 15 o,North Hettnee
.......... n q
the first instance, to state to the house what the law on this dent man, would never be willing to lend his money at a cern. Joint-stock companies, he repeated, differed from Members of the house wete often censured for bringing for- was not to discuss the principles of the bill-for as to those out doing anything upon this subject, it Was hiBll time, at Walker Primrose l4 6 ' Russell's ll
atte..7..........
2zt.• O
Bavensworth Hartley lB 6' Hawn ........
..
......... n 3
subject was at present, what were the objections which were very hig,h fixed rate of interest, -while, on the other hand, private companies, inasmuch as there did not exist in the ward abstract resolutions ; but if the house had not adopted there was no dispute-but to consider the manner in last, that something should be done. (Cheered He knew Grey's West Hartley l7 9 South Hetto
.........
:119.
(hi
g West Pelton
a•borrower, if a prudent man, waa not willing to stipulate one as in the other the same mutual knowledge and confi- an abstract resolution on the subject last session the pre• which those principles were to be carried out, and to make there Were opinions entitled to great respect which still clun 15 0 Stewart's •.. •••••'"' le 6
made to the existing law, and what were the remedies he
for a, high fixed rate of interest. (Hear, hear.) It was a deuce among the partners, and in a joint-stock company a sent bill would not have been introduced. Private mem- such sugeestions as might lead to the improvement of the to the existing practice upon the subject ; but all improve- ..... •••••
..
Guano° ...... - 9
propo .
sed One of the bills had reference to private partner-
ve different thin for one erson to sa to another "Place
ships, and the other to joint stock companies. There was; rY . g P 3' , new director might be put inc of Whom many of the share- . hers generally started the game, and then the government measures before the house. The subjeet naturally divided merits had been met with opposing opinions on the part of Wallsend, &C. ,
Hall. ........ ~
a substantial distinction between private partnershiPs and so much money in my business, and you shall be paid in -holders, who would be bound to the extent of their whole took up the chase when it was nearly run down. He would, itself into two heads, and it had been so treated in these persons whose station and whose intelligence entitled them
, Bell and Brown 17 3 ileunh ,
.......
~ ......
.;2 0
joint-stock partnerships, and with respect to private part- proportion to the profits ; or, if no profits are made, you fortune by his acts, knew nothing. (Hear, hear.) The with the permission of the house make a few remarks on bills ; these heads were, common partnerships and joint- to deference and weight ; and if they never made any lie' GOSfOrth lB () Whitworttts
d smbo ol
lye: arpsnahxi sic ed
t yg
et :orb
aurayeny tdah csa o ns
.11i ,
,1:1;;
nerships, lawyers defined them to be whenever two oi more and,' will lose together ," and to say, " I wilt botrow advantages of joint•stock companies were admitted by the the two bills, First, with regaz4 to that for limited lia- stock companies. These were not arbitrary distinctions, prevenient till they found everybody entirely unaniMous
3' troll
a sum of money from you, and pay for it a high fixed rate Registration• Act, to which he hadaeferred, and the nutrl- bility. It was one very extensive in its
,operation, for it but arose out of the actual facts. A partnership was a in supporting it, he was afraid the progress of societ l7l e Llangennec _
...
........
persons contributed their capital and labour in an enter-
of interest, whether my business yields me any profit or ber of companies _with the privilege of limited liability gave all joint stock companies the privileges which be- body composed of so few members that it was perfectly would be much slower than was desirable. He trusted Hilda 17 3 efethel Cannel
. prise, and received as their remuneration a share of tbe
. .
tits The test of a partnership was a share of the profits
pie . not." (Hear, hear.) It was, in point of fact, the possi- was an admission also of the advantage of that sys- fore could only be attained by act of Parliament. One possible for them to communicate the one with the other these bills would receive the attention of the house in com• fiedley ...17 9 55
-the criterion of a partnership was whether a person war bility and the legality of such loans being made at a high tem. The fallowing was a list of the companies incorpo- effect of it would be to do away with the necessity of all in such manner that nothing could be done without the mittee, and if any gentleman could propose improvements
or was not to share the profits. A maids name or exist- fixed rate of interest that called for the ch one which he rated-with limited liability during the last five years :- application to Parliament or to the Board ot Trade. He concurrence of all. A joint-stock compaay, on the other upon them which should appear to the house to be better
_
ence might be unknown to the public, but if he had th,• now proposed -to make. (Hear, hear.) So long as the Railways, 76; harbours, piere, docks, bridges, and canals, thought the right hon. gentleman might have drawn the hand, was a body so numerous that its members could not methods of carrying into effect the principle upon which
yesedlte- -
remotest share in the concern, the law held that Usury laws were in force no one could lend money at a high 11 ; gas, 10 ; water, 22 ; misellaneoue, 17 ; total, 136. line go as to give the bill a wider range. (Hear, hear.) The communicate with each other, and hence it more required these bills were founded, her Majesty's_Government would COURSE OF EXCHANGE.-
...• .• • • 29 90
he was a partner. There was another rule of law which rate of interest ; or, if he attempted to de so by a contri- What was the reason on which they justified the conces- right hon. gentleman said that only banking and insurance the aid of the machinery of the law. •He thought it would be ready to give to such suggestions the most deliberate at- Amsterdam .. .. . ,i I is% Gibraltar •• • • ::.,,„ .". 25 4.3)1i
held as absolute that a partner has power as agent of his vance of some sort or other, 'as by an annuity, he was met stens in these cases ? It was because sach undertakings companies were to be exempted from its operation, but be admitted that the bill with regard to joint-stock com- tention. The right hon. member - for Oxford teemed to Ditto, three mo•n•th•s• ▪l2 0 ' Leghorn •:
..
....
...,,,.. _
co-partners to bind them as himself. It. WaS a presumption with this dilemma, that either he was receiving a usurious wero-a public advantage, and also because they could not if he looked to the clauses he would see that it was only penits was the more important. It would be well for him think that the limitation of 20,000/. was too great a lied- Rotterdam l2 0 Genoa ...
........,. ::
Ships..._ a imft.l!:.l.o 1L...,._,.......501d ........ .. ,
Al.
An Milan .• • • •
.....
.i,
.of the law which could not be disputed, that in matters rate of interest, which WaB wrong-he would not say, as be carried on union limited liability was granted. But to extend to companies subject to the provisions at this point to say that he ho,d already heard some La pu- tation, and that a joint-stock combination with small capital IntwerP •••••••••••• •• 25 -- Tice,. •• ... •••• ' . 4"
concerning business a partner was held to be au agent foi Lord Mansfield did, that he was guil yof a crime-or that this WAS not so, for he would undertake to show tlaat with of the Joint Stock Companies Registration Act. Now taeions cast upon the law which it did not deserve. -Were ought to be allowed to have the privilege of limited liabi- Brussels 25 40 Zies
...,..• .... ::. ••• 13,2,,
be waa a partner. (Hear.) But the law now allowed these regard to many of these cases in which they granted limi- banking companies, schools, scientific and literary associea it not that be looked upon these measures as rather sup. lily ; but all those were matters of detail, which the Go-* Palermo •••• •• •
..
.. . „ ••• 13!!'.4
his co-partners. (Hear.) As every man was held to be
,t:latomnbaurgh l3_B
loans at a high rate of iuterest, while it prohibited those ted liability, that there was no necessity for it, because tions, friendly and loan societies, and benefit builiang pleenentary in their character than as altering the nature vernment would be happy to have considered in commit- 25 12 y 4 , Messina • •
.. ........
......
5114
liable to the extant of his means, it followed that if a
partner had authority by law to bind every one held to be ,he returns of which varied with the profits of a business. they belonged to the very same class of concerns as those soeieties were excluded from that act, and would therefore of the law, he should not be so sanguine of their success as tee ; aud he (Lord Palmerston) could not express the sa- Ditto, tir.re; mont.h.s •25 37%; Lisb°° -..•.••• • • " •• -""
' in partnership with him, each one of his partners was liable (Hear.) It seemed to be a most troceasonable thing to per- which were restricted to unlimited liability. Let them, not come under the present bill. He would suggest that he was, In the theory of thalaw, as it at present stood, a tisfaction he felt at finding that the general peinciple of Marseilles .... -.•••••a 25 40 ' °T,r:lri.ta°,.ei r.o. .. ..... • • ... , '''.
to the full extent of his means in consequence of the act of mit the more usurious and prohibit the less usurious bar- take for instances those gas companies which stood in a all these companies should be included. The bill proposed man might limit his liability precisely as he pleased, and these bills had been agreed to by so large a majority, and
atnedEdteattuxott• to' did' :: tt 1 -18
~4
N;ievi"iyeso,Ayrerk,6tcia'y's.;:s.ig..h..t
......--.
such partner. That was really the rule of unlimited Haiti- gain in such cases. How were creditors treated in such less advantageous position in comparison with those gas to limit the advantages to companies with a capital of not the defieiency which was to be supplied was thia, that we that with even those who had doubts their hesitation Was
Viennna::::•• ••::::::.•: g--g
lity in partnership, (Hear.) That was a law to which great cases? Suppose a trader, who had not sufficient capital to companies which came to the house for a private act. less than 20,000/., in shares of 25/. each. He would suggest had not hitherto set up any mechanism by which to give rather on the particular details of the measure than on the 18 t
FCeatshsoeprgaii.i. .............
................................. ;5!
060
objection was entertained, and, as he conceived, just and carry on his business, borrowed two larg,e sums of money- There was no distinction between the two cases, and the that the limit be extended to companies with a capital of noeice that that liability was to be relied upon. The in- principle of it. The question seemed to be really a ques- Trie5te...................
one eit a fixed rate of 15 or 20 per cent., and the other at rule that was pursued was one of a most arbitrary de- 10,000/., and•shares of 10t. It was the poor rather than surance offices acted upon this law ; they did so because tion between free trade and the contrarY. He thought Petersburg ............ arA Fp gna I' c
well founded objectious. Last year that house pasted a
roolgirrreadai memiPheilir.o.BlinsrsicYrorono9
resolution unanimously on this subject. On the 27th of rates val Ting with his profits-and., became a bankrupt. scription. (Hear, hear.) He might also state that this the rich which were to profit by this bill. It might be from the nature of their business it was possible for them that the practice which had , grown up of insisting 51adrid • ••,- •• •• •• •• ”•• '5-„ ;,,--,,-,titiLa milers •' '• 0 ft) "id
Juno it was resolved-- " That the Jaw of partnership which The two gentlemen who lent him the money would meet matter rested with those who conducted the private said, why draw any line at all? Bat he was not disposed to enter into sepaeate written contracts with their Cbsto- upon anlimited liability was a practice which had impeded Cadiz ........ - ..... .. 50A
.'''''-i,;, Dollars •• **.: 0 '
renders every person who, though not an ostensible part- him in the bankruptcy coert, whet, the one who had lent business of the two houses ; for, if the Chairman of Ways to find fault with the right hon. gentleman for having as- mers and so to bind them with notice. of the limited in a great number of cases the application of capital to the sneavricitona.. ...... -•• ••
..d- I sliver in bars • " .
ner, shares the profits of a trading concern, liable to the at a fixed rate of interest would be accosted by the bank- and Means in the one, and the Chairman of Corn- signed a limit to the operation of the bill. The second bill liability which they undertook. What was then to be benefit of those which had subscribed it, and the great lin" ' ..
•••:•'••• .
—_------7.---
whole of its debts, is unsatisfactory, .and should be so far rupthY judge in some such terms as these :-" You are the mittees in the other, were to agree that the rule should be of the right hon. gentlemen, the Partnership Bill, applied done was to construct a eysteei of notice by which every provement of the country a and he anticipated very great /
modified as to permit persons to contribute to the capital of caase of this man's breaking down ; you have sweated that every company which came for a private bill should to all transactions without reference to the number of part- j oint stock company should be able to give a geteral advaptages both social and commercial, from the Passing SEA BORNE MA ---T'S'
al 1'0'44"
such concerns on terms of sharing their profits without in- the concern for your own advantage, for all the profits of be granted limited liability, then the House of Commons ners; it copied the French system of societies encommandite. form of notice which should enable them to secure the into law oethese measures. •
--40.----
he Gene'.
curing liability beyond a limited amount, and that such a the business have been swallowed up by your usurious bar- would find that this great change would be effected with- The effect of it was that a person who advanced money to benefit of limited liability. If the name of the coin- Mr. ARCHIBALD HASTIE opposed the bill. . (N sigrUfles that the mans aro sent from Ito
modification of the law is especedly necessary in Ireland.', gain!. •YoU are a bad fellow, and, because you are a bad out its having a voice in the matter. Not only were these a party in trade partaking. of the profits should not be pany always included within itself the word •• limited," it mr. J. EWART said though the Council of the Chem- by the night-and MhY the morning-146Pu' write
The objection to the existing rule of law was this-thtt it fellow, you have taken Ustiriells interest; and now, in acldi- privileges granted by Parliament, but the Board of Trade, liable as a partner provided he complied with the requisi- _would at least be certain that unlimited liability was not ber of Commerce in Liverpool had declared against this
c.., Kra due ill
was practically a prohibition of a. large class of leeitimetc Lion, you have come in with the other creditore." But, in by the 7th of William IV. and the lst of Victoria, chap. tions of the act. The first, however, was that the names of intended, This would meet the case of securities indorsed bill, he believed there was a strong fieling in that tOWe ili - Day WIWI, male el Fro„or, Fdi
~,,,,a•
anti useful enterprises, which could be prosecuteefor the the case of the man d,ho lent his money, taking his chance 73-the Letters Patent Act-had the power of deter- the lenders should be registered ; and if there was any mis- by such a company to which the hon. member for Kendal favour of the bill. He hoped that the right hon• gentle- COUNTRIES . in General Post- s
advantage of the public, but which by this law were pro- as to loss or profit in the business, the judge would say- mining the liability of shareholders. He found that from take in the registry the lender was to be liable to the full (ma Glyn) referred, for such securities in circulation would man would be able to carry both these measures this ses-
hibited from beteg ca.n•ied into operation-that it anuihi- " You made a fair bargain, but you are, a partner ; you are the time of the passing of these acts, 204 applications had amount of his property. In the event of the trader be- carry with them notice of the nature of the company. Not sion.
America(bylirit.pack)/i Every Friday .. ~_.,,,, 4
lated • many nseful and le,gUiraate enterprises, and pre- not a6rediter, and you shall not share in the eetate ;on the been made to the Board of Trade for public charters, and °clueing bankrupt the lender was to refund all the profits only must the fact of limtation be knosvn, but alBO the The bill was then read a second time.
enteric". (by United Sts. 1 jUjj
.. aiverPo° I
vented others from taking place at all. He might lay it contrary, I hold you liable to the whole extent of yoer that 113 of these were granted. Why was such a power he had received daring the past year. He did not think, quantum Of liability. It was proposed .to eflect this by LIMITED LIABILITIES BILL.
packet) ....•• •• • .1. ••••••••
down as a general rule that it was not consistent with the means." Nothing could be more contradictory or unjust granted to the Board of Trade ? They affected to lay with such a provision, the bill would effect its object. registration and by notice in the Gazette. This, ir4o(l, On the order of the day for the second reading of this kmerica (by U. States „,oaptenl
commercial principles and policy of the day to prohibit than that these two persons should be treated in such a dif- down a rule and said, that they would not give a charter Under such conditions a lender would be in a more unfavour- was the great difficulty to be met, for capital aaised might bill, packet) .• •• •• •• ••'N .., „ „ ~,„. sena, !
Jail 4
generally large and legitimate transactions because SOMe of thrent waY, but that W 3.8 nevertheless the effect of the law with limited liability unless the undertaking was advan• able position than a party who advanced money at a fixed oe immediately disbursed, and so the security which was mr. MILES said the amendments which the right hon. dustratia, (via Sent editharsett'l
........... e.
them might ba tainted with fraud. (Hear.) He would give 38 it now stood. This change, then, must follow as a neces- tageous to the public, or, from the extent of capital re- rate of interest. (Hear, hear.) He thought the right hon. held out as subsisting would not in fact exist, Mr. 3, S. gentleman the member for Oxford had stated his intention Diigwin,,,,i-a;zlf.,•) B. ...Do— -. s tufa
tatce•
a few examples of the woraine ot the law. Take the case 'eery consequence of the repeal of the usury laws, and he quired and other circumstances, could not be accom- gentleman would have done better if he had copied more Mill fully admitted the importance of this point. He mid, to move had his unqualified approbation, and if they were
, Ditto (via Cape of Good
' ' ' July 6
of a peisoa in a commercial' undertaking, engaged for could not help thinking that it would be procluctiveof great plished by private enterprise. But how could the. Board closely the French societies en commandite. In France it •e The law is warranted in requiring from ait joint-stock carried he thought the bill would be a good bill, but ne Rope) --•••• •• ••N •• . outh .. ,
years in business, and desirous of leaving it. This man social advantage in this country. The origin of this law of Trade determine such cases, or arrive at a sound con- was only necessary to register the amount advanced, and associations with limited liability, not only that the amaint did not approve of the bill as it stood- A.frica (West Cc:Asti-N[l3d of the month .. I'lrn., ,
~ , . I
.o_ftte_o, L______ondon..*.
____:ivisel::oo,-c7
r!---Ba;,-rec I
would know his partners, theiggeni us and aptitude for busi • could be traced to the unwillingness of noble families in the elusion with respect to them ? Bv leaving the decision an extract from the deed showine• the conditions of the of the "rite]. with which they propose to carry on basieess eer, Bou-wERIE said he proposed that the bill should Aloxandria ••••••• • • • is ', 9,8,224b1t3T1 M.; ofoq:' riouvtetairiPtll
ness, their fitness for carrying on the undertaking. What Italian States to have it. known tiat they were engaged in of these cases with the Board of Trade, Parliament east contract. M. Troplong, the President of the Court of Cars- shonla. be actually paid up or secured, but also that such be committed on Monday pro forma, in order to introd.uee klexatidarsia ... ..... ....2?
.t_l)
B•1117th of theonament): southaindO'lpoy
rgade, and who intrusted their money to large mercantile upon it a duty which it was not cokbpeteut to perform, fur sation, sap, in hie work on the subject, that to require the accounts should be published to the world as shall resder some amendments.
ne r • • ",', I
would such a man most ea turally clo? Was it to take alibis
•
.houscA for trading' par.poses ; and he anticipated that in tbe the true test as to whether these undertakings were of names of the lenders to be registered would defeat the ob it possible to. ascertain at any time the existing state of the The bill was then read a second time, and ordered to be grazi Si 'Oth ofthe
money out of the concern, and entrust it to strangere ? No
one would say that was the most natural thing for such a course of some little time the gentry of this country would public advantage was their succese or non-success. If it ject of tbe system, as the publicity thus given woald pre- company's affairs." He remembered the remarkable trial committed on MondrtY. n eno AYres.. .. - ••N 9th ° the m arionS ur I
B uelglUisn .......... "IN I htl IY1.• -
in-oo•ith•h•
..'..'tivsn-so-utivttet,i,„,..mai.pep,P:l:, jvuni,yortl
on
not be indisposed to advance motley in the same way to was right to g, ant these privileges in the cases to which he vent parties from advencing their money. The prorision at Liverpool respecting the Bank of Manchester. Notting
and he this bijdUl, I
Cape of Good Elope ...N
man to do. The most natural thing he would desire to do -
we-11d be, to leave a large portion of his money in the hands carry on trade. (Hear, hear.) One of the evils that had alluded, it.was also right to grant them generally, and that a defect in the reeistration would render the lender was more flourishing than the acconets cf tint bank • hut On the order of the day for going into committee on Cape of Good Hope ../i: • I
afflicted this country was the want of occupation for the they ought not to draw the distinctions which they did, liable to the full amount of his property was not in the the public found thorn to be worse than worthless, NATIO ASYLUMS (ADVANCES) BILL.
of those in whom he had confidence, and of whose business
Tto'a
habits he had had experience, and say to thorn, " Give me genhry class, and this was one source of the ou cry for ad- or intruet so odious a power to the Board of Trade as so French law.
believed that any symptom of compulsory account nnd Colonel DUNNE objected to going on with it at that
..........N
ri S uthaMPton Ta
a certain share of the profits, and I will trust you with my annistrative reform. (Hear, hear.) There was a gulf be- allow limAed liability to be granted or not, according to Mr. BOUVERIE should have stated that since the bill audit would be found to be in the same predicaMent. time of night (20 minutes to 12), and moved the adjourn- channel Isles...
. N 51°n"Wed"ikr-tl. B:tithaniPt°lljuly 20
At 25 & 17th rf mon
money. But that could not take place now unless he was tween the gentry and the trading class, and he thOught that the caprice of those who happened to be at the head of the was prepared he had determined to make a change in that Great security might, however, be obtained by follottieg'. ment of tho debate.
Chi1i;...:...........,
Once a month.... ,
..
• '
willing to run a risk and a liability to the extent of all his if the former were encouraged to invest a portion of their department. (Hear.) He had no doubt that those privi• provision. He had forgotten to mention the fact. the example of the Treasury with respect to the colmial After a few words from the CHANCELLOR of the Ex- China ... .
18 23 saes et I, rov‘e,',•_!__,,,j, ,
edall*
means. Let them take another case, that of a man who
•
moans in trade it would be found in the long run of con- loges ought to be granted generally • for, supoosine those Afr, COLLIER was glad to find the right honourable banks-namely, tied of making each shareholder likble CHEQUER end Lord PALMERSTON, Constantinople ......r 8.13, , ,
sth Ye. 20th of mon 150uta.13.1).:e..1710,
Censtaritinople
.• Dover ••
esn'
died leaving a family not of an age to be teken into busi- siderable soeial advantage to the country. (Elear, hear.) parties who argued agaitod joint -stoCk compenies al had gentleman had anticipated his objection. The Americans for as much as he pleased at the tiine of registration. Ho • The hause divided, when there aPPeared-
'Ant. of Europe lti & fa Twice daily ....
Tsvlce
ness, what was the most natural course in such a case ?So much forth° law of partnership , and he would now their own way, or that Parliament had never °dented li- had adopted the French system, with many restric- would, however, improve that plan by making the liability For the adjournment of the debate 3l
Egypt (see India)
ilY•• •. - Dover ...:_n
gOaadnne.(.lV.Findsdi.a.)....fs 9th of tba month ,SouthamPten
The partners might be willing to take into partnership the come to the question of joint-stock companies. He ha,d mited lia,bility, or that the Board of Trade hat? not been tions, which in the opinion of their own lawyers had accrue at the time of a catastrophe in the affairs of the Against • l3B
widow or children of those who had been in business with said there was more than a technical' distinction between intrusted with the power, or toed refused inall cases to much curtailed its efficiency. Mr. Troubatt, in bis work concern when it was necessary. (Hear.) The law in it , Majority
res Jab. I
e meta) .
them, but the executors could not sanction any such ar- joint-etock colneanies and private companies.. A joint- grant it, what would have become of those vast works on the subject, says :-" Now the writer would inquire, at present existed provided aeainst the case of banding, Colonel DUNNE said, after the decision of the house, Greece (se et 2nd &17th or mon SombbreP 1
, ••• •• I • 1 I
rangement ; for there was a cage well known in the law stock comParlY was a Partnership With a large Dumber of which were the glory and the honour of the time ? What whether such vital differences are not sufficient to awaken over the liability to a, man of sctraw, by /fleeing it, retrain which had been eoe3pletelY One Of the English members ,'Flirraaenigfccewntre•.:'•:• ••,•• 3',1,82 TTuweisecleaYl FridaY L'etVerrnetoreflu,,ii),y
books in which it was held that theexecutors of a deceased members, ordinarilY carried on under a deed of settlement, would-have become of the 285,000,000 d advanced on rail- the attention of lawgivers on this side of the Atlantic, and with the original sha,reholders for a, certain reasontble against the Irish-(no, 110-with VerY few exceptions, he he.:a-min;i:h .....;...... m 2nd et. the mmitl' rover ..... •oy i
partner who had so acted were declared liable forthe debts the shareholders having no voice in the management of ways-of theenonnoussums contributed for the coinpletion induce them to deliberate whether they have not go fat- period, A bill might be framed which would enable aer- would bow to the decision. ' This bill was a most extraor- golland •• •• •• •• •• -
Id DalliYoYWie-rn.ontb. isouthamiht" lune 20
of the partnership, although they had taken no part in the the company except at stated meetings, and the bond of of docks-or of the immense sums expended on canals? tered the system as to render it practically dangerous to gong to obtain limited liability, on certain simple coati- dinary and a most unfair one• He pressed the Govern- lenders" •• •• •• •• •'M 41t7htl& 20th of mon. Plymeuth •, , .
Ea Gibraltar ... .. /id 4,7,17.20. 27 of n fieuthamPw
concern, and hail received no profits. The consequence of union in joint-stock companies was different from that All these works had arisen under the advantageous system embark therein ? Why go much rigour aeainst special tions_namely, first, that the name of the firm should in- ment to grant a commission to inquire into the subject, (ndi(via•Suuthaillii'M
a. '9th&2sth ofmenfl. Dover •..• ...1
ow
Wile (via
this state of the law was, that all such, transactions were which 'existed in private partnerships. In the latter the of limited liability, and who could say, if the system was partners here ?Or rather, why so very muchbinore than in dicate that it was one for limited liability ; secondly! that . and concluded by moving that the house go into commit- ,r, d. , ive-26
prohibited, as executors would not run the risk of being bond or union was personal knowledge' and mutual confi, more generally extended and the present restrictions re- France ?To the eye of the author of this work, every sta- the registration should show the quantum of liabliityl tee that daY three months.
landed in this liability-a liability which was the same es dence, but in a joint-stock company there was nothing of moved, what further advantages might not accrue to the tut° of limited partnership in this country is framed as if thirdly, that such liability should accrue, in the event of ' Mr. -FAGAN considered that Irishmen had been veer f•i5b0n........ -•• ••
Ml7' j' of 'the month Southamptosl_,., 1
if a criminal penalty was imposed to the extent of D. entree this kind ; a man might be a partner to-day and not to- cerintly frotn this system ?He believed that they had a capitalists were exceptions from the mass of citizens, and any catastrophe in the affairs of the concern ; and lastly, unfairly treated. They (lid not object to the rePaYment °f tladeira ....... • •• 34 ?II!
a 23a of rnonth •• .. Liverrool .• OUg
entire means. He might mention another case-that where morrow, and there was no personal knowledge of the mem- right to grant this privilege generally • and all they had to were viewed as a band of rogues who would lose no oppor. that for a certain period after transfer each shareholder the money, but they considered that it had been illegally 'tadeira •• "••- - - -
Aalta (seal:01a)
n. man was a sole trader, ane wished. to give up business, ben compOsing it. itElear, hear.) The measure before the do was to take Care that thOSe who trated those companies trinity to take advantaae of the community pr to def,:aud shquid be liable for the amount of his shares. The bill of and uselesslY exPerided• •
....• •
and know those who could well conduct it, and was willing house exempted from its operation banke and insurance should not say that they had been deceived with reference the law. According to*the ge3le of penal sanctions that is ' the Government contained a different set of securities- The CHANCELLOR of the EXCHEQUER said the
_.‘,
tielanndis.l.e.s..s.ce...mntrai,?
ttilultr:ltiUss.de'lndla)
th of the monthl MY 1
to entrust a portion of his means to those persons, and to companies. With reference to banks, there were obvious to the contracts which were undertaken ; and if they meted out to special partners, dormant partners at core. First,. it provided that partnerships en eonimandite should bill appeared to be snsimple-(laughtert wand to involve deuritius
•• - •• •• •'N 'lnri ef the month. ,Boathampton,
i
agree to take a profit from the concern in lieu of interest. general reasons why they should not •be inclu ed in the effected this they womd make a very great tmprovement in mon law ought to be viewed in theory as pickpockets, and have a capied of not less than 20,0001 a secondly, tladthe so narrow a question, that he need not trouble the honse Mexico •••• ""•• 1.
Z 51thlhth25thormon.IDov!tira;„.,1.,i,;.,1 !
if
The law, cs it was at present, prohibited such an arrange- otreratiou of the bill. They were regulated by a totally the preeent state of the law. The principle of limited when discovered (from the mere rarity and difficulty of subscription Het should be signed for 15,000/.. and th-MIY, with many remarks. The bill was, in short, InerelY in- genies ••••''".••• a• 2d & 17th a mont!' in
t hi IT'earufous port Uncertain ,
went. There was anothee case, that of inventors, which • different statute, and had always been treated on a diffe- liability was at present in existence with regard to one discovery) be prosecuted as such, and their gains snatched that 3,000 e should be actually paid up. He wiatled to tended to correct a small technical omission, and the wee- 'slew Granala --•.. BY priva-e Bf. ,7,
leW.Z°2lSnu -'• .••• •• N ',thihth2,ttio .11 .
Po...lDover .....• •
was injuriously affected by the existing law. They all knew reet footing front other branches of tradine, and the public class of useful enterprisee -the minas of Devoeshire and from them as unholy, If there were any warrant for this suggest whether these provisions might ifot be liabilee to sure had received the sanction of a select committee. Papal States .. .• -. •.±
that inventors were eenerally peraons of small means. All alwaye regarded them in a different light 7 (Hear, hear ) Cornwall, as it had been decided in the courts of coin- severity aeainst special partners in the experience of coun- certain objections, First, he did not think it won't' be After a short discussion, in which, Lord C. Hamilton, totitsuia .... •• •• :::,,i ..ki fk. 27th of =rt.,. oat,'
ions
ports tincerts."
the great inventors a . modem times were, as a general ride, With reserect -to insurance companies, one chief nation mon law that the directors of these mining companies tries whicre have tested the system for centuries, the plea right, to give the privilege i 0 20,000 d, and refuse tt to Dlr. S. Fitzgerald, Sir J. Trollope, Mr. Meguire, and se"- Vera •• •• •• "'• - ;15 By privste ship...,V
lDover
. ,1.,...* Port Nstat ••••- - ~ a; sthisthesthotmon, . •••• • • 1
men of small pecuniary resources-Watt, Arkwright, Wit- for not. including them, Was that in the contracts had not the power of binding the shareholders by the would be different, but the reverse is the case ?" It sp- 19,0001. (Hear.) It appeared to him that fixing' it at ral other hon. members took pert,
" - ...... •• N sthlsth2sthottnon. Dover .. •• „ _
ney, arid others were originally poor men. Inventions had theY eidtered into they took care to 'limit the liability engagements which were naa'lo for the company. The peared to him that the right hon. gentleman had taken that minimum amount was inconsistent with the argutgent Mr. MACKINNON moved the adjournment of thy -- -
4riuctlicYany •• •• •• °•• dst '7th of month Southampton July I
•N 8,18, &28 of mon. Dover ....-
to be ttied, andtill they were tried no one knew the results ; to the funde of the association ; but there Was antether proposal which he had laid before the house was sim- the American rather than the French system as his model. by which the principle of eommandite was mainly kup- hate. • (Oh, oh.) ' . ••-
t lenezncia .._•._•• •
.3.,
I
but the law said that no one should assist an inventor in the reason, as expressed by the Select Committee ply this-that such companies as chose to early on con- He understood that the hon member for Belfast intended ported, which was that it was right that labour shed i The CHANCELLOR of the EXCHEQUER said tha
ran CeeniCO'S Land (
July I
he would be altdtruttlitt2 *d. •.: '. ; 'd, id 2d & I7th ot month !Soutbamp ton •
most natural mode, by advancing him money-and sharingthe on Assurance Associations in 1853, when they stated earns on this basis, and to give notice to the public that to propose in committee to strike out all the clauses relat. have every feir advantage in its competition with caPital• if the house would agree to the adjournment,
returns, unless he became a partoer ia the enterprise, and that " the business of such companies differed so . they did so, should be allowed to trade under limited lia- ) ing to registration, and substitute a, simple enactment that (Hear.) 20,1 00/, might not sound much in the Hoot. of prepared to consider the offer of a commission. felleaerte)et `ves
a.
made himself liable to the whole extent of his fortune. So much from ordinary business that it was advisable to bility. Many objections were raised to till,' syetem. It la, person who advanced inoney should not be held to be a Commons, but it was-a sum which would be obviouslYtoo Lerd PALMERSTON hoped the house wind' am '
urn the de-al lie t
or these dates fall on a Sanday, the malls w ,i, ,14
far from dacouraging inventors, as this law did, he (Mr. repeal all the provi-ions of the Joint-Stock Compenies A.ct was alleged that it would encourage fraud, and an hon• partner. He could- not go that length, for he thought great large for many rural nndeitakings, while a cornpent of the peoposition of his right hon. friend to ad..10--e coed_
When a" the following day, with the exception of the 1n,,,,,, the
Bouverie) thought the house should endeavour to encou- so far as they related to Amsurance Societies. and to deal friend had told him that the present was a bill for promot- injustice ini,ght be done in many cases if a peaty was al- swindlers about to concoct a fraudulent undertaking eosla bate for a week, with a view of giving him time t.
i 1 b ossued vatched,3onn ,
thaw to ) and the Ualta. both of which will be desPatc''.
rage them by all legitimate means. The inventor was with them in a tePai ate aet." (Hear.) By the act for the ing swindling. He thought that agreat deal of misappre- lowed to trade on the capital of another, without any notice eaeily get the use of 3,000/. for a few days, and thus tteir der the terms on which the commission shot's" --jowl en in- =Omit da v. , TLv[ll.7cie:La a:713727";n7. liSpoloitEn: dp.to..r.. !JO°
.. :
210,i7,th27thofmon.lcSoutthhaermippttemin
generally an enthusiast. aud not a good judgee of the niti- regnlation of Joint-Stock Comp:odes, 7th and Bth of Vic- hension existed in the public mind with reference to frewl. to the public, He did not wish to offer any obstruction to object of imposing on. the public would be at once seeuted. Sir J. TROLLOPE suggested to. the gr tdf the Go- '- , •ht e
mete success with the public which his invention toria, chap. 113, there was a definition given of what a One of the great objects of the law was to prevent fraud in the bill in committee, as he was most anxious that it (Hear.) As. to the clause respecting the accounts, be begeed terested in the question to accept the ProPesat ' a . beld in
would obtain, and, therefore, he should be anowed joint-stock company was. Under that act a large number the dealings between man and'man • but it was the duty of should pass this session. He would urge on all friends of again. te refer to the Manchester Bank, then the ac- vernment.
to obtain the co-operation and assistance of other and more of joint-stock companies; had been formed. Since 1841, the Legislature to prevent fraud, nitit by prohibiting a class the principle of limited liability to take the bill as au in- counts of which nothing could be more flourishing. nobtebi City Church, on Tuesday, a rate of 3(1. in
the red"'
practical men. These were some ot the cases which showed when the act passed, eel joint_stoca companies had been of transactions nianyof which were honest and advantageous stelment ; next year, with their experience of its working, better than the assets, mil, that they were never realised. was adjourned. - carried by the casting. vote of the chain:nee. ~ e. a t
• d time. CHURCH RATES AT 1.1270 ED.-At a vrtge
pound sos
the operation of the law at present, and the objectionsthat completely reeistered for a variety of objeets, and the list to the public and the parties concerned, bet by taking care they would be in a better position to legislate further, and (A laugh.) In his opinion the true principal would The Indemnity Bill was read.a thir
bird time. ,
Ate of 4e;
were entertained against it. If there was a sound reason afforded eome iedicetion of the teasonable eourse taken by that fraud, wherever it existed, should be detected and they would at all events have established the principle that frame an elastic law, which, fixing the liability at the. The Haile b Celle e Bill was read a t
y ury g d through corn- •
a vestry in do Y
"'d Mar the Virgin's parish, ar‘ oun"
the Oahe i di
f 2d. in the P ,b 0
for the existence of the present law, we ehould make np our ~ P . u recting their efforts to that class of assoei. punished, (Hear.) The misapprehension that exated a person could limit his liability without the especial in- naturnl tivae, namely, when the concern failed to lioY The Gold and Silver Wares Bill passe
in the pound was rejected, and one 0 d that t I
minds to bear the burden • but when it was known that all ' '
soiros in ridspect to which joint-stock companies were likely with regard to the extent of fraud committed was owing tervention of Parliament or of the Board of Trade. its debts, should tell a simple story, to ham Witch mittee.
tele hrough committee.
s stead. • The same vestry
the numbers being-for the rate 8, and
carried in it agree
,i. i
tot ,
the other great commerci;l countries in the world had no t
eadetzsi rivantageous• The right hon. gentleman here to this-that the cases of fraud were those which came Mr, GwyN, although he did not approve of the bill, the creditor had onlY toll to the lists, when, if he The Dublin Carriages Bill pa---d t marriages Valieity
b no longer p, la .
such law, but, on the contrary, had a totally different
rte d o lotving classification of the completely regis• prominently before the public, who did not take into ac- would not oppose the second readine The subject had thought them worth the trouble and expense, he Mitht The Christ Church (Todmorden)
parish oreanist, Dr. Elvey, should e •
I
law, and that it operated to the advantage of the public, r,e,
TocoTpamos, according to their businesses :-
e.
count the mass of fair and honest transactions that took been referred to a select committee as far •back as 1834, proceed against the shareholders for his money. He Bill was read a thitd time.
tngo Colonel DUNNE withdrew his motion, and: the debate
. . t 1 ouraiser completely registered te March 31, 1855 place in the ordinary business of life. If they argued which reported that the subject was one of great difficulty. wished to say a word about the exemption of iii against it ° ~I.4r,ei
he could not see on what ground those gentlemen •
(stall in existance 723), 911; of which are-assurance eonl- the question on the ground whether limited or unlimited .It was again a subject of consideration in 1814. In 1.8;.•.0 an- stock -companies from the bill. He did not know wbilint-.
could stand who said that any alteration of the
.198 • i
Bac ter Trials Bill passed
• BIRTHS.
law in England would be attended by frightful con- P"mes' „., r,!! way companies, 18 ; gas cohiPanies, 234 ; liability was most likely to lead to fraud, he could but other committee was appointed, which also declined to ad- surance companies were exempted, seeing that they tore Th ct p 1 Vile of Le- -as '
e oun y aa i
•fe ef
sequences. M. Say, the eminent French economist, ex- compahies ior all other public works, 40 i mining companies observe that a great number of cases of fraud which arose vise legislation on the subject. The commissioners who the only companies to whom it was indifferent wheth r
e through committee. .
h committee pro OF A SON.
il the Wi
B 11 passed throug
we.- ,
•
pressed these opinions:- - lead
(including gold, coppet „ and coal.rnining, and stone and were in those companies which were condueted on the prin- were last •'td t • • f f th 1w .p sted or not. They had, in fact, all the adieu-
year appoin e o ingture, so ar rom recommend- e a a
sem Duties i
The E • •
Corn
slate quorryi
aeg and smeltine com a '
On the 26th inst., at Torpoint,
f.Vdyr
"It is difficult to understand why the jurisprudence and e p tries), 99 ; companies for ciple of unlimited liability, and he thought that it would ing the introduction of the bill, reported that the subject tages at the present moment, but in tho cast) of the batiks forma.
conducting manufactures, working patent inv nt* dr b W f • o.,f_l_________________________---•-•he clrurch rate.
tope
tain G H P Wh't R N •fe °-
manners of the English do not allow of commandite partuer- e iont, c., e qui eas air to argue from the terrible case which had was still unripe for legislation. He had been a member of the law was different. It was true that in England I,
t-cY The Duchy of Lancaster Lands Bill p . CaP •• • le, • • the wi
74 • shipping and steam navieation com •
On the nth inst., at Clonna House,
„ tee wife ,
ships. Among them, every partuer who has the very least •• . . e pames, 43 ; trading lately occurred in the city and others, that the Legislature the last committee, and could state briefly.the facts which were under the control of the Treasury, ' but still he mittee.
.
=Dames 14 • companies for the use and occ i •
ARCTIC EXPEDITION. , Andrew Noel, Esq.
iuterest in a concern pledges all his means and his person to co .-." - . . . . upat ou of land, ought to put a stop to these transactions conducted on the had influenced their decision. TWO points established by thought there was a reasonable amount of purchase in tiZlea.e Endowed Schools.(lreland) Bill
Diassed ret ahlu :ince":
t ee, Dowes
On the 28th inst., at 17, EsPlalt*" .
the creditors of that concern. They appear to think that building, loan ana investment, aiding emigration, and for unlimited liability principle, as it would be to say, that, the evidence had made great impression on them ; the first calling for some law respecting them. As to the Its
.
whoever shaa•es the lucky chances of an undertaking, what- 'n the dwellincrs of the oorer chases r 8 •
improvi g• _ .
.11.00.
f * P ler ' '• e) • comPauies becalms causes of fraud arose where limited liability was was, that great doubts were entertained as to the success of working of limited liability, Mr. Slater, whose intelligsbco of the weak expedition :-Mr• Al"elgica°-'' 1 Ellice, Sir of James Peto, Esq.
MOUS. 1
,
ever th,_'y are, ought to share its losses, whatever they are. for establishing bui , Ines ohpu ic character, 78; convey- granted, that that system ought not to be permitted. An• the measure in the two foreign countries in which it was in had so impressed the committee, had much doubt as to its Lord Stanle Ad '• 1 Walcott, Mr. E 1
y, Calla
dwajdekson, Mr.
OF A DAUCtlrrigg•
r.ady Vail/ SeYek the
haurailwa 7• and miscellaneo
How does it happen they do not see that he who has no right ance companies, othert _ Y,
_, us com- other objection raised against joint stock companies was operation-France and the United States. Another point complete success in America and France. Neither didthe Thomas Herbert, Mr. Ker Seymer, Mr.
11 Mr. Isaac- e, e,--- - Hyde-Pa-eat,
to manage an undertaking should be permittee to fix a limit panies, not reducible under any of the foregoing heads, 51." that they encouraged speculation. Now the word spoon- which pressed strongly on the minds of the committee was French witn„s give a very satisfactory account of its Gordon, Sir Thomas Acland, Captain Scobe
0,
S R bert Peel. On the 27th inst., at Holly•grostderrace, .
ter-ilk's - •
mei ery The following members wi.oalpiepiotionrt-ed a: thmerc.cinewm(
to the losses it may cause him for this reason, that it does That list showed that the act bad ilot . been inoperative,. lation had two very different meanings, according to the the present state of our bankiupt law ;it was at present working. He said that there was no guarantee thet the Butt, Mr, *phenson, Mr. Talbat• and ir On the 29th inst., at 39, Oxford
Esq., barrisitensington,
not depend on him to put a stop to them by his prudence ? but that, on the contrary, a large number of joint-stock sense in which it was used. In one sense it meant that much less stringent than that of France, yet every attempt commanditaires had paid up their quota, nor any fees- LONDON WRIT.
th select committee :- wife of Thomas Abm. Rawlingon, d
ear e
,easquare, dt•
The English law seeks to increase the security to the creditor ; companies came into existence under it. Now, the result spirit of enterprise and progress h h
waica hail made the people that had hitherto been made to improve it only tended to tration of the names or shares. It was nothing, in short, The following was nominated at --e -
General, the Lord
1 Mrs. James Singleton.
On the 29th inst., at 33, Edt • JohleP
t, St*
a really diminishes it ; for a sum advanced en commandite, of complete registration was, that the joint stock company of this country what they now were-(hear)--but in its impede the' efficient working of the law; the committee but a:game of " Heads I win, teils jou lose;" the sliSre- Mr. Attorney-General, Mr.
onehill'eas i
elways known to the creditors, is an addition to the value of wee for many purposes incorporated, and could sue and be bad sense it meant rash and imprudent undertakings, which cousidered that it would be unwise to make any change in holders taking the profits in successful years, and euiatci- Advocate, Mr. Walpole,
mbe Lord Seymour, Mr. On the 29th inst.; at 14, Carlt
,
hn Chapple, Esq•
ale funds furnished by the undertaker. If the commandite sue(l against through a public officer t it' could hold land. Tight never to have been commenced, or which had been the law of partnership while the bankrupt law was in such pain themselves as soon as affairs &gen to turn. If, George Butt, Mr. Thomas Dena) t wood, the wife of Jo
partner was a simple lender, he would diminish the security and had other characteristics of A corporation ; but with improperly carried out. He did not think it was his duty an unsatisfactory state. He would ask the house to con- I then, they were going to change the law in this Napier_ and Mr• Freshfield•
)1• the creditors by sharing with them the assets of the con- respect to the, grand characteristic of a corporation- as a legislator to prevent imprudence in commercial under. eider the state of France. WhAn +hi. sv.+ave a•-- ,-'-- 1 -----`-- '-l- --- ' "
rem." namely, the limited liability of the shareholders-there was takings. Mean hoar 1 mg,- , ~.
- • ... .--- -- - iistot
ne 0,
ae (Mr. Bonvariel thrmal,e. +M. •.,,,., -- -,--- __ a_, , .._ ___ _ Mr. Dhmaeli, Lord Hothana, Mr.

and that argument was onlylimportant in consequence
of its having been put forward by the commissioners, who,
in their report—which, with all due respect to them, he
thought was a very meagre and unsatisfactory one—said :
"Further, it appears to your Majesty's Commissioners that
the benefit to be acquired by the managing or limited partner
will be at the expense of a more than countervailing amount
of injury to traders bearing the burden of unlimiteeliability,
who will have to enter into competition with those who enjoy
the protection to be given by the proposed law,"
He altogether denied the inference here drawn by the com-
missioners. (Hear.) If the public could be served cheaper
and better by such an arrangement with regard to limited
liability as was now proposed, that arrangement ought to
be made, and those who carried on undertakings
upon the principle of unlimited liability could have
no vested interest in a bad state of the law on account of
injury that would be inflicted on them by a change in the
law. But whether the competition to which the commis-
sioners referred would succeed or not, still remained to be
seen. In a large class of trading transactions private
traders were sure to succeed against joint-stock com-
panies, from the greater facility with which they could
arrive at decisions and take advantage of any turn in the
market. That great master of economical science, Adam
Smith, in considering this question, observed—
" Without a monopoly, however, a joint-stock company, it
would appear from experience, cannot long carry on any
branch of foreign trade. To buy in one market, in order to
sell with profit in another when there aro many competitors
in both, to watch over, not only the occasional variations in
the demand, but the much greater and more frequent varia-
tions in the competition or in the supply which that demand
is likely to get from other people, and to suit with dexterity
and judgment both the quantity and quality of each
assortment of goods to all these circumstances, is a
species of warfare of which the operations are continually
changing, and which can scarcely ever be conducted success-
fully without such an unremitting exertion of vigilance and
attention as cannot long be expected from the directors of a
joint-stock company. The only trades which it seems possi-
ble for a joint-stock company to carry on successfully, with-
out an exclusive privilege, are those of which all the ope-
rations are capable of being reduced to what is called a rou-
tine, or to such an uniformity of method as admits of little or
no variation."
He believed that the change he proposed would prove the
wisdom of Adam Smith's doctrine, and would show that
in ordinary trading undertakings joint-stock companies
could not compete with private traders, although there
was a large class of enterprise in which those companies
were the most likely to succeed. There ought to be no
legal impediments in the way of competition. Ho believed
that this bill would effect a wise change, because lie had
confidence in the force of the objections urged against the
existing law, and because he was sure that they as legis-
lators ought not to place any dam across the channels in
which capital was disposed to run. (Hear.) There was
evidently a strong disposition at present to embark capital
in joint-stock undertakings, and they could not say, until
they had made the experiment, what would be the result
of that disposition. 11 they removed all impediments upon
commerce, provided that the contracts entered into by
companies and by indivii wale were faithfully and honestly
fulfilled, and left people to ascertain the advantages of the
relative modes of carrying on business, they would have
done their duty as legislators to those whom they repre-
sented. (Cheers.)
Mr. COLLIER considered that the house and country
were much indebted to the hon. gentleman for the manner
in which he had introdpced the bill. It was not a perfect
measure, but it was at least a further step towards freeing
trade from all restrictions. The principle• of the bill, as
he understood it, was, that traders had a right to contract
with the public on any terms they chose, provided they
gave the public notice of what those terms were.
Members of the house were often censured for bringing for-
ward abstract resolutions ; but if the house had not adopted
an abstract resolution on the subject last session the pre-
sent bill would not have been introduced. Private mem-
bers generally started the game, and then the government
took up the chase when it was nearly run down. He would,
with the permission of the house, make a few remarks on
the two bills. First, with regard to that for limited lia-
bility. It was one very extensive in its operation, for it
gave all joint stock companies the privileges which be-
fore could only be attained by act of Parliament. One
effect of it would be to do away with the necessity of all
application to Parliament or to the Board of Trade. He
thought the right hon. gentleman might have drawn the
line so as to give the bill a wider range. (Hear, hear.) The
right hon. gentleman said that only' banking and insurance
companies were to be exempted from its operation, but
if he looked to the clauses he would see that it was only
to extend to companies subject to the provisions
of the Joint Stock Companies Registration Act. Now
banking companies, schools, scientific and literary associa-
tions, friendly and loan societies, and benefit building
societies were excluded from that act, and would therefore
not come under the present bill. He would suggest that
all these companies should be included. The bill proposed
to limit the advantages to companies with a capital of not
less than 20,0001., in shares of 25/. each. He would suggest
that the limit be extended to companies with a capital of
10,0001., and' shares of 101. It was the poor rather than
the rich which were to profit by this bill. It might be
said, why draw any line at all ? But he was not disposed
to find fault with the right hon. gentleman for having as-
signed a limit to the operation of the bill. The second bill
of the right hon. gentleman, the Partnership Bill, applied
to all transactions without reference to the number of part-
ners; it copied the French system of societies en commandite.
The effect of it was that a person who advanced money to
a party in trade partaking of the profits should not be
liable as a partner provided he complied with the requisi-
tions of the act. The first, however, was that the names of
the lenders should be registered ; and if there was any mis-
take in the registry the lender was to be liable to the full
amount of his property. In the event of the trader be-
coming bankrupt the lender was to refund all the profits
he had received daring the past year. He did not think,
with such a provision, the bill would effect its object.
Under such conditions a lender would be in a more unfavour-
able position than a party who advanced money at a fixed
rate of interest. (Hear, hear.) He thought the right hon.
gentleman would have clone better if he had copied more
closely the French societies en commandite. In France it
was only necessary to register the amount advanced, and
an extract from the deed showing the conditions of the
contract. M. Troplong, the President of the Court of ens-
sation, says, in his work on the subject, that to require the
names of the lenders to be registered would defeat the ob
jest of the system, as the publicity thus given would pre-
vent parties from advancing their money. The provision
that a defect in the registration would render the lender
liable to the full amount of his property was not in the
French law.
Mr. BOUVERIE should have stated that since the bi,
was prepared he had determined to make a change in than
provision. He had forgotten to mention the fact.
Mr. COLLIER was glad to find the right honourable
gentleman had anticipated his objection. The Americans
had adopted the French system, with many restric-
tions, which in the opinion of their own lawyers had
much curtailed its efficiency. Mr. Troubatt, in his work
on the subject, says :—" Now the writer would inquire,
whether such vital differences are not sufficient to awaken
the attention of lawgivers on this side of the Atlantic, and
induce them to deliberate whether they have not so fet-
tered the system as to render it practically dangerous to
embark therein? Why so much rigour against special
partners here ? Or rather, why so very much more than in
France ? To the eye of the author of this work, every sta-
tute of limited partnership in this country is framed as if
capitalists were exceptions from the mass of citizens, and
were viewed as a band of rogues who would lose no oppor-
tunity to take advantage of the community pr to defraud
the law. According to the scale of penal sanctions that is
meted out to special partners, dormant partners at com-
mon law ought to be viewed ire theory as pickpockets, and
when discovered (from the mere rarity and difficulty of
discovery) be prosecuted as such, and their gains snatched
from them as unholy. If there were any warrant for this
severity against special partners in the experience of coun-
tries which have tested the system for centuries, the plea
would be different, but the reverse is the case ?" It ap-
peared to him that the right hon. gentleman had taken
the American rather than the French system as his model.
He understood that the hon member for Belfast intended
to propose in committee to strike out all the clauses relat-
ing to registration, and substitute a simple enactment that
a person who advanced money should not be held to be a
partner. He could not go that length, for he thought great
injustice might be done in many cases if a play was al-
lowed to trade on the capital of another, without any notice
to the public. He did not wish to offer any obstruction to
the bill in committee, as he was most anxious that it
should pass this session. He would urge on all friends of
the principle of limited liability to take the bill as an in-
stalment ; next year, with their experience of its working,
they would be in a better position to legislate further, and
they would at all events have established the principle that
a person could limit his liability without the especial in-
tervention of Parliament or of the Board of Trade.
Mr. GLYN, although he did not approve of the bill,
would not oppose the second reading. The subject had
been referred to a select committee as far -back as 1834,
which reported that the subject was one of great difficulty.
It was again a subject of consideration in 1814. In 1820 an-
other committee was appointed, which also declined to ad-
vise legislation on the subject. The commissioners who
were Last year appointed to inquire, so far from recommend-
ing the introduction of the bill, reported that the subject
was still unripe for legislation. He had been a member of
the last committee, and could state briefly the facts which
had influenced their decision. Two points established by
the evidence had made great impression on them ; the first
was, that great doubts were entertained as to the success of
the measure in the two foreign countries in which it was in
operation—France and the United States. Another point
which pressed strongly on the minds of the committee was
the present state of our bankrupt law; it was at present
much less stringent than that of France, yet every attempt
that had hitherto been made to improve it only tended to
impede the efficient working of the law ; the committee
considered that it would be unwise to make any change in
the law of partnership while the bankrupt law was in such
an unsatisfactory state. He would ask the house to con-
sider the state of France. When this system was intro-
duced, commercial character and honesty stood so low that
extraordinary measures were requisite to revive it; in
America, character, on the other hand, stood high, but
capital was so scarce that it was necessary to offer extra-
ordinary advantages to induce persons to embark it in
trade. Reference had been made to the authority of Mr.
Mills, who said that a man was entitled to contract on any
terms he pleased. Be was quite ready to accept that doc-
trine, with the qualification which Mr. Mills himself at-
tached to it, provided that those terms were made known
to the public. A great part of the circulation of this
country was carried on by means of bills of exchange. How
would this bill affect them? He feared the right hon.
gentleman, in proposing this bill, took it for granted that
all mon were as honest as he would wish them to be. He
(Mr. Glyn) had some experience of business, and he did
not hesitate to say that this bill would open the door to
frauds of the grossest kind. He regretted that this hill
had been introduced at so late a period of the session. Ho
feared that by meddling in a hasty manner they would re-
tard the solution of this very important question, and in-
stead of taking an instalment, as suggested by the hon.
member for Plymouth, he thought it would be better to de-
fer any legislation until they were prepared to deal with
the question in a comprehensive manner.
Mr. MALIN 3 thought that after 21 years of inquiry
and discussion by committee and commission, this subject
ought to be ripe for legislation. The present law of par-
nership in this country was a disgrace to any civilised
community. The commissioners last year had not_ been
aniurous in their report. One of them dissented
from the majority, and, in a most able report, urged
his view in favour of this bill. He says, " I take
the case of a dormant partner as an example :
A has entered into partnership with B ; he has bale
gained that B shall not pledge his credit • he has
agreed to find certain capital; ho has performed his
engagement faithfully. C has sold goods to B ;
B's fraud, folly, or misfortune makes him insolvent. Tho
existence of the partnership is discovered, and A is call ..d
on by C, who had never heard of him and never trusted
him, to pay. The claim is, in my judgment, inconsistent
with common sense and common honesty." There were

the carrying out of really bona fide and beneficial under-
takings that I am quite convinced the present law is not
merely theoretically but practically an incubus on
general commercial enterprise. Yon cannot induce a mer-
chant of good standing in the city to enter into a joint-stock
trading partnership, because he fears the unlimited respon-
sibility. The first question put toa solicitor of a joint-stock
company by the best men proposed as directors inva-
riably relates to the extent of their liability, and when
they are told it is unlimited they withdraw. But these same
men are at the same time quite convinced of the soundness of
the undertaking, and disposed to embark in it considerable
sums. They aro the very men of all others whose prudence
and judgment would be invaluable in conducting such adven-
tures, and they are wholly debarred from joining them by the
existing law."
What was the practical effect of prohibiting, by the opera-
tion of the law, the formation of this class of joint-stock
companies in this country? The consequence was that the
persons who were determined to have them would still have
recourse to such associations if the inducement was suffi-
ciently tempting; but, instead of establishing joint-stock
companies in England, they went abroad and, forming
companies there, carried on the business in this country.
So, while professsing to be foreign companies, they were
really English companies, subjecting themselves to all the
other inconveniences of being domiciled abroad, in order
to have the advantage of limited liability. (Hear, hear.)
Upon this point he would again quote the evidence of Mr.
Baker. That gentleman said—
"So great is the demand for limited liability that com-
panies are frequently constituted in Paris and the United
States in order that they may obtain the security which in
this respect the laws of those countries afford. When these
companies are formed in Paris they pay a heavy duty to the
French Government. The duty assessed upon one company
of which my firm were the solicitors amounted to 7501. In
that instance we made a composition with the French Go.
vernment by which an annual sum was paid instead; but we
should have paid the larger sum without hesitation as the
purchase-money of the law of partnership en comman,dite, if
the Government had made it a sine qua non. Besides this duty
upon the capital, there are customs' duties paid to the French
Government on the importation of the shares to be stamped in
Paris,stamp duties on the actesociale constituting the company,
the hire of offices in France, and the salary of a gerant there,
who gives a power of attorney to some one in England, and
does nothing but live in the offices and receive any commu-
nications from the Government. All this expense is incurred
simply to get the benefit of the French law of limited liability,
and it amounts generally to 4001. or 5001. a-year. I have
reason to believe th t one company's ex enses incurred in Paris
to obtain the benefit of this law amounted to nearly 4,0001. I
am within the mark in saying that during the last two years
at least 20 companies have been formed in France solely for
the same purpose. They are, in truth, t nglish companies,
both as to capital and directors, and all this expenditure is
just so much money taken from this country and paid to
France as a consideration for the use of her laws. If the pre-
sent commission does not lead to an alteration iu the law, the
companies formed in France and the United States wilt be-
come more numerous and soon monopolise the whole, at least
unless the Joint-Stock Registration Act be very considerably
altered. There are many undertakings awaiting the decision
before they decide on their constitution. I have two in my
own office at the present moment for working patents in Eng-
land, which will be made French companies if the English
law remains unaltered."
No statement could be more clear and convincing as to the
futility of attempting, in these days, to keep capital from
engaging in those undertakings which really were tempt-
ing and advantageous to it. Thus, it was quite clear that
those engaged in joint-stock companies desired this limited
liability. All men must desire, on embarking in a joint-
stock company, that their liability for the acts of the direc-
tors should be limited to the amount they staked in the con-
cern. Joint-stock companies, he repeated, differed from
private companies, inasmuch as there did not exist in the
one as in the other the same mutual knowledge and confi-
dence among the partners, and in a joint-stock company a
new director might be put in', of whom many of the share.
.holders, who would be bound to the extent of their whole
fortune by his acts, knew. nothing. (Hear, hear.) The
advantages of joint-stock companies were admitted by the
Registration. Act, to which he had referred, and the num-
ber of companies with the privilege of limited liability
was an admission also of the advantage of that sys-
tem. The fallowing was a list of the companies incorpo-
rated-with limited liability during the last five years :
Railways, 76; harbours, piers, docks, bridges, and canals,
11 ; gas, 10 ; water, 22 ; misellaneoue, 17 ; total, 136.
What was the reason on which they justified the conces-
sions in these cases ? It was because such undertakings
were a public advantage, and also because they could not
be carried on unless limited liability was granted. But
this was not so, fer he would undertake to show that with
regard to many of these cases in which they granted limi-
ted liability, that there was no necessity for it, because
they belonged to the very same class of concerns as those
which were restricted to unlimited liability. Let them,
take for instances those gas companies which stood in a
less advantageous position in comparison with those gas
companies which came to the house for a private act.
There was no distinction between the two cases, and the
rule that was pursued was one of a most arbitrary de-
scription. (Hear, hear.) He might also state that this
matter rested with those who 'conducted the private
business of the two houses; for, if the Chairman of Ways
and Means in the one, and the Chairman of Com-
mittees in the other, were to agree that the rule should be
that every company which came for a private bill should
be granted limited liability, then the House of Commons
would find that this great change would be effected with-
out its having a voice in the matter. Not only were these
privileges granted by Parliament, but the Board of Trade,
by the 7th of William IV. and the Ist of Victoria, chap.
73—the Letters Patent Act—had the power of deter-
mining the liability of shareholders. He found that from
the time of the passing of these acts, 204 applications had
been made to, the Board of Trade for public charters, and
that 113 of these were granted. Why was such a power
granted to the Board of Trade ? They affected to lay
down a rule and said, that they would not give a charter
with limited liability unless the undertaking was advan-
tageous to the public, or, from the extent of capital re-
quired and other circumstances, could not be accom-
plished by private enterprise. But how could the. Board
of Tiede determine such cases, or arrive at a sound con-
clusion with respect to them ? By leaving the decision
of these cases with the Board of Tiede, Parliament cast
upon it a duty which it was not cokbpcteut to perform, fur
the true test as to whether these undertakings were of
public advantage was their success or non-success. If it
was right to g' ant these privileges in the cases to which he
had alluded, it.was also right to grant them generally, and
they ought not to draw the distinctions which they did,
or intrust so odious a power to the Board of Trade as so
allow limAed liability to be granted or not, according to
the caprice of those who happened to ba at the head of the
department. (Hear.) He had no doubt that those privi-
leges ought to be granted generally • for, supposing those
parties who argued against steels companies had had
their own way, or that' Parliament had never ()Tented li-
mited liability, or that the Board of Trade had' not been
intrusted with the power, or cad refused in all cases to
grant it, what would have become of those vast works
which were the glory and the honour of the time ? What
would-have become of the 285,000,000/. advanced on rail-
ways—of the enormoussurns contributed for the completion
of docks—or of the immense sums expended on canals?
All these works had arisen under the advantageous system
of limited liability, and who could say, if the system was
more generally extended and the present restrictions re-
moved, what further advantages might not accrue to the
country from this system ? He believed that they had a
right to grant this privilege generally • and all they had to
do was to take care that those who trusted those companies
should not say that they had been deceived with reference
to the contracts which were undertaken ; and if they
effected this they womsl make a very great improvement in
the present state of the law. The principle of limited
liability was at present in existence with regard to one
class of useful enterprises —the mines of Devonshire and
Cornwall, as it had been decided in the courts of com-
mon law that the directors of these mining companies
had not the power of binding the shareholders by the
engagements which were ma le for the company. The
proposal which he had laid before the house was sim-
ply this—that such companies as chose to carry on con-
cerns on this basis, and to give notice to the public that
they did so, should be allowed to trade under limited lia-
bility. Many objections were raised to this system. It
was alleged that it would encourage fraud, and an hon.
friend had told him that the present was a bill for promot-
ing swindling. He thought that a-greet deal of misappre-
hension existed in the public mind with reference to fraud.
One of the great objects of the law was to prevent fraud in
the dealings between man and'man • but it was the duty of
the Legislature to prevent fraud, not by prohibiting a class
of transactions many of which were honest and advantageous
to the public and the parties concerned, but by taking care
that fraud, wherever it existed, should be detected and
punished. (Hear.) The misapprehension that existed
with regard to the extent of fraud committed was owing
to this—that the cases of fraud were those which came
prominently before the public, who did not take into ac-
count the mass of fair and honest transactions that took
place in the ordinary business of life. If they argued
the question on the ground whether limited or unlimited
liability was most likely to lead to fraud, he could but
observe that a great number of cases of fraud which arose
were in those companies which were conducted on the prin-
ciPle of unlimited liability, and he thought that it would
be quite as fair to argue from the terrible case which bad
lately occurred in the city and others, that the Legislature
ought to put a stop to these transactions conducted on the
unlimited liability principle, as it would be to say, that,
becauses causes of fraud arose where limited liability was
granted, that that system ought not to be permitted. An•
other objection raised against joint stock companies was
that they encouraged speculation. Now the word specu-
lation had two very different meanings, according to the
sense in which it was used. In one sense it meant that
spirit of enterprise and progress which had made the people
of this country what they now were—(hear)—but in its
bad sense it meant rash and imprudent undertakings, which
ought never to have been commenced, or which bad been
improperly carried
arlut idnegnse. e
w(
out. He did not think it was his duty
as a legislator to prevent imprudence in commercial under-
t
liriutte
h.rat
aiehrtn,yielyr
athlapoi eg:
svaraasrauri
particular
di)
csaehtunl Titenathohr
mwsei
sttaacr
entailed
nt
nea tr
cobpa
reoipgol
sreruswecei
graabheostl
entn t
toasvtosnhehteshahoni
egyirmma
not,
psnoreustunfdi ifes tbonhnyrt--
before-
handci nrloo eami mt
whetheriwnt thoi i nes h'
an imprudent undertaking, when conducted by a person
who had a great genius for 'business, might be brought to a
successful result, *bile, on the other hand, an apparently
prudent undertaking might be so improperly conducted as
to end in failure. But at the bottom of all these arguments
as to the prevention of fraud and speculation was the no-
tion that people ought to be protected from the cense-
' quences of their own condncs,,that shareholders and are-(liters of joint-stock companies ought to be protected from
their own imprudence in having joined in and givencredit
to unsuccessful undertakings. He thought that the best
inn 'e of securing the interests of shareholders anti credi-
tors was to call on them to protect themselves. (Hear.)
Joint-stock companies were not the causes, but
merely the symptoms of speculation, they were the
results of those accumulationsof'capital which occasionally
took place in this country. Numbers of joint-stock com-
panies had, no doubt, been established at all the great eras
of speculation, but on one occasion schemes had been un-
dertaken on the principle of unlimited liability. In 1824-
25 an enormous amount of speculation took place. The
number of schemes started at that time was 160, and
160,000,000/. of capital was proposed to be raised. The
amount actually raised was 27,417,9001., almost the whole
of which was lost. In 1836 there were 300 companies esta-
blished, which proposed to raise a capital of 135,0:0,0001.
Then there was the great railway mania. of 1815 6, He
believed, however, that if there had not been a blow of
speculation into these joint-stock sclietnes, the disposition
to gamble would have found vent in other directions, and
that those schemes were not, therefcre, the causes, but the
consequences, of speculation. But if they had a tendency
to favour speculation, now, when there was so little
disposition to enter into speculation, was the time
of all others when. a measure of this kind could be
safely passed. There was only one other,argument against
the proposed change to which he desired to call attention,

at present many instances of limited liability known to Mr. LOWE observed that the question whether a men
our law, and they alt resolved themselves into questions of I might be allowed to lend money on the basis of profits in-
notice. The hon. member for Kendal (Mr. Glyn) had re- stead of interest was raising again the question of the
ferred to bills of exchange : in the acceptance of a bill of usury laws. He believed that in the form the bill now
exchange by a partnership under this act, there would be stood it would not work at all. It must stand upon some
a netification that it was a partnership with limited lia- distinct principle, and if the object was to repeal the
bility.
usury'laws let it be treated as a branch of the usury laws.
Mr. GLYN—There is no such provision. I That limited liability was good in itself was now generally
Mr. MALINS would be ready to introduce an amend- admitted, but the question was, what was the principle on
went to that effect if there was not. The ben. member which it should be based ? That principle he held to be
must be well aware that, even at present, if a person ad- freedom of contract and right of association, leaving every
vanccd money to one member of a firm on the acceptance man to contract as he pleased unfettered, provided the
of the firm, the lender would not be entitled to recover contract was a bona fide contract, the terms distinctly ue-
against the other partners, if the circumstances of the derstood, and the public protected by registration. The
transaction were such as to let him know that the advance bill, however? went far beyond that, and encumbered the
was notfor the purpose of the partnership. What was th A principle of limited liability as dependent upon contract
but limited liability ? He believed that this alteration of and association with a number otuseless restrictions. There
the system would be productive of the greatest advantages was no reason why the advantage should be confined to
to trade generally. As far as he saw, the only objection joint-stock companies or to a certain amount of capital,
alleged against the bill was on the ground of fraud. Some All that was necessary was to take care that the parties
one had gone so far as to say that the bill was one for were respOnsible, and to assure the public that the no-
legalising swindling. That was an argument which had minal amount of the capital, be it what it might, would be
been applied in other cases, not, however, with any satis- forthcoming in the event of a crisis. The bill, he thought,
factory results. People said that the abolition of arrest by was a very fair specimen of the manner in which the Par-
mesne process would be dangerous ; but it had been abo- liament of this country legislated—one law for the rich and
lishod, and the commercial credit of England had not been another for the poor.
destroyed. He believed that the law of England with re- Mr. CAIRNS remarked that if contracts were allowed
gard to partnership was not creditable to English society. to be made without restriction, as the hon. gentleman sug-
It could not be doubted that men of industry, talent, and Bested, it would be difficult to carry out the principle of
genius, would devote themselves, with advantage to them- limited liability. He was decidedly of opinion that when
selves and their country, to business, if the laws now in Parliament was called upon to confer a benefit, it should
force were repealed. (Hear, hear.) He hoped the pro- impcse such restrictions as were necessary for the public
posed alterations in the law of partnership would be made, seem ity. • The only objections he had to urge against the
and that the house would not agree to the postponement bill were objections of detail—for be thought the basis of
recommended by the hon. member for Kendal. the measure not sufficiently broad. What the public
_ Mr. CARD WELL thought that it was rather late in the wanted was limited liability, and the only restriction
day to discuss the question of the principle of this bill, for which ought to be imposed in granting it was such as might
it had been settled, at least in practice, for many years. be necessary to give security, that in the event of a crisis
Up to and during the time when Lord Eldon held the the nominal amount of capital shout, be forthcoming.
Great Seal, it was with much difficulty that the crown Mr. J. G. PHILLIMORE observed that the principle
could be induced to exercise its prerogative by the grant upon which the bill proceeded might be traced back to the
of charters of incorporation. But by the act of 1837 a old Roman law.
great change had been effected, and the practical result of Mr. HORSFALL advised the President of the Board of
that statute had been to vest in the Board of Trade the Trade to adopt, with these bills, the course which had been
power of granting or withholding charters to trading com- recommended by the right hon. member for the University
panies—a power which had been exercised with more or of Oxford.
less jealousy by different ministries. Such a system as Mr. W. BROWN was understood, as far as his remarks
that was one which would not bear consideration. It was were audible, to express his disapproval of the bill.
not necessary to refer, and he would not weary the house Lord PALMERSTON said it was true that these bills
by doing so, to the experience which he had had, both as were no concession to popular clamour, but to the progress
member for Liverpool and as Vice-President of the Board of enlightenniebt upon questions of social and political fin-
d Trade, of the evils of this system. It was obvious to portauce. They were in accordance with the real principles
the plainest common sense that matters ought to go on so of the existing law, which, if properly applied, did enable
no longer ; that the officers who carried the law of limited partiesassuciating themselves together to protect themselves
liability into effect ought to be the ministers, not the (Lis- by limitation of their liability. It was highly satisfactory,
pensers, of justice • that the right of restricting liability to find the general concurrence of opinion which had been
ought not to depend on the private caprice of the indivi- expressed by those who had taken part in the debate on the
dual holding office, but that it ought to be open to all the expediency of the principle of these bills. Certainly, some
Queen's subjects. (Hear.) Such being the unanimous bon. gentlemen thought that it was fenced round with two
feeling of the country, the house was bound to pass a law great and unnecessary restrictions. He was free to confess
on the subject of limited liability. By its vote the house that, in dealing with a subject upon which it was well
had already declared that the present state of thing's ought known that there existed what he might without offence
not to go on. This also bounct them to pass some measure, call great and strong prejudices, the Government had per-
Although there was so thin an attendance of hon. members haps encumbered the measure with some restrictions ehich
at that moment, he believed that there was no subject of under other circumstances their own real opinions might
internal legislation which excited more' attention than the have led them to dispense with ; but it was a great object
subject on which they were then engaged. He (Mr. Card- to pass these bills—(cheers)—it was of infinite importance,
well) quite agreed with the hon. member for Kendal (Mr. he thought, that they should pass into law in the present
Glyn) that it was extremely important that the house should session ; and he would urge upon those who thought the
not be premature, for it was in truth dealing with a law Government had not gone far enough, and that there
which involved the whole fortune and subsistence of the should be still further relaxation in giving freedom of trade
families who would be subject to its provisions ; but he to capital, that they should make some sac 'ifice of their
was induced to hope that they might, even during the theoretical opinions, for ,the purpose of obtaining a law
limited period of the present session, succeed in putting a upon the subject without any further delay. (Cheers.) It
bill into shape that might impose a simple and self-acting had been said they ought to be cautious, because these sub-
law, known to end understood by the creditor and by the jects had occupied the attention of Parliament for twenty
debtor. The real object therefore of the present debate years. Why, surely, if they had been twenty years with-
was not to discuss the principles of the bill—for as to those out doing anything upon this subject, it was biell time, at
there was no dispute—but to consider the manner in last, that something should be done. (Cheers:) lie knew
which those principles were to be carried out, and to make there were opinions entitled to great respect which still clung
such suggestions as might lead to the improvement of the to the existing practice upon the subject; but all improve-
measures before the house. The subject naturally divided meats had been met with opposing opinions on the part of
itself into two heads, and it had been so treated in these persons whose station and whose intelligence entitled them
bills • these heads were, common partnerships and joint- to deference and weight; and if they never made any ins-
stock' companies. These were not arbitrary distinctions, provement till they found everybody entirely unanimous
but arose out of the actual facts. A partnership was a in supporting it, he was afraid the progress of society
body composed of so few members that it was perfectly would be much slower than was desirable. He trusted
possible for them to communicate the one with the other these bills would receive the attention of the house in com-
in such manner that nothing could be done without the mitten, and if any gentleman could propose improvements
concurrence of all. A joint stock compaay, on the other upon them which should appear to the house to be better hand, was a body so numerous that its members could not methods of carrying into effect the principle upon whicl communicate with each other, and hence it more required these bills were founded, her Majesty's- Government would
the aid of the machinery of the law, lie thought it would be ready to give to such suggestions the most deliberate at.
Ibe admitted that the bill with regard to joint-stock corn- tension. The right hon. member for Oxford seemed to
panics was the more important. It would be well for him think that the limitation of 20,000/. was too great a lied-
at this point to say that he bad already heard some lit pu- tation, and that a joint-stock combination with small capital
tations cast upon the law which it did not deserve. Were ought to be allowed to have the privilege of limited liabi-,
it not that he looked upon these measures as rather sup- lity ; but all those were matters of detail, which the Go
plementary in their character than as altering the nature vernment would be happy to have considered in commit-
of the law, he should not be so sanguine of their success as tee ; and he (Lord Palmerston) could not express the sa-
he was. In the theory of the jaw, as it at present stood, a tisfaction he felt at finding that the general principle of
man might limit his liability precisely as he pleased, and these bills had been agreed to by so large a majority, and
the deficiency which was to bo supplied was this, that we that with even those who had doubts their hesitation was
had not hitherto set up any mechanism by which to give rather on the particular details of the measure than on the
notice that that liability was to be relied upon. The in- principle of it. The question seemed to be really a ques-
surance offices acted upon this law ; they did so because tion between free trade and the contrary. He thought
from the nature of their business it was possible for them that the practice which had grown up of insisting
to enter into sepaeate written contracts with their elute- upon unlimited liability was a practice which had impeded
mers, and so to bind them with notice, of the limited in a great number of cases the application of capital to the
liability which they undertook. What was then to be benefit of those which had subscribed it, and the great ice.
done was to construct a system of notice by which every provement of the country ; and he anticipated very greal
joint stock company should be able to give a general advantages, both social and commercial, from the passing
form of notice which should enable them to secure the into law othese measures.
benefit of limited liability. If the name of the core- Mr. ARCHIBALD HASTIE opposed the bill.
pang always included within itself the word "limited," it Mr. J. EWART said though the Council of the Chem.
-would at least be certain that unlimited liability was not bar of Commerce in Liverpool had declared against th intended. This would meet the case of securities indorsed bill, he believed there was a strong feeling in that town in
by such a company to which the hon. member for Kendal favour of the bill. He hoped that the right hon. gentle-
(Mr. Glyn) referred, for such securities in circulation would man would be able to carry both these measures this sea•
carry with them notice of the nature of the company. Not e'---
only must the fact of limitation be known, but also the
quantum of liability. It was proposed .to effect this by
registration and by notice in the Gazette. This, in‘ht,
was the great difficulty to be met, for capital `raised might
be immediately disbursed, and so the security which was
held out as subsisting would not in fact exist. Mr. J. S.
Mill fully admitted the importance of this point. Heath],
" The law is warranted in requiring from all joint-stock
associations with limited liability, not only that the solEmnt
of the capital with which they propose to carryon business
ebould be actually paid up or secured, but also that such
accounts should be published to the world as shall retder
it possible to ascertain at any time the existing state of the
company's affairs." He remembered the remarkable b-ial
at Liverpool respecting the Bank of Manchester. Notting
was more flourishing than the accounts cf that bank ' • but
the public found them to be worse than worthless, and he
believed that any symptom of compulsory account and
audit would be found to be in the same predicament.
Great security might, however, be obtained by folloeing,
the example of the Treasury with respect to the colebial
banks—namely, that of making each shareholder liable
for as much as he pleased at the time of registration. He
would, however, improve that plan by making the liability
accrue at the time of a catastrophe in the affairs of the
concern when it was necessary. (Hear.) The law as it
at present existed provided against the case of banding
over the liability to a man of straw, by mating it renetin
with the original shareholders for a certain reasontble
period. A bill might be framed which would enable per-
sons to obtain limited liability, on certain simple eeedi-
tions—namely, first, that the name of the firm should in-
dicate that it was one for limited liability; secondly, that
the reeistration should show the quantum of liability ;
thirdly, that such liability should accrue, in the event of
any catastrophe in the affairs of the concern ; and lastly,
that for a certain period after transfer each shareholder
should he liable for the amount of his shares. The hill of
the Government contained a different set of securities.
First, it provided that partnerships en commandite should
have a capital of not less than 20,0001., secondly, th Attie
subscription list should be signed for 15,000/., and thirdly,
that 3,0001. should be actually paid up. He wise:led to
suggest whether these provisions might dos be liable to
certain objections. First, he did not think it would be
right to give the privilege to 20,0001., and refuse it to
19,000/. (Hear.) It appeared to him that fixing it at
that minimum amount was inconsistent with the argument
by which the principle of commandite was mainly sup-
ported, which was that it was right that labour should
have every fair advantage in its competition with capital.
(Hear.) 20,1 001. might not sound much in the House of
Commons, but it was-a sum which would be obviousletoo
large for many rural undertakings, while a company of
swindlers about to concoct a fraudulent undertaking 0)41,1
easily get the use of 3,0001. for a few days, and thus their
object of imposing on the public would be at once secured.
(Hear.) As to the clause respecting the accounts, be betted
again to refer to the Manchester Bank, than the ac-
counts of which nothing could be more flourishing, nothing
better than the assets, out, that they were never realisei.
(A laugh.) In his opinion the true principal would be to
frame an elastic law, which, fixing the liability at the.
natural time, namely, whoa the concern failed to Seer
its debts, should tell a simple story, to ham which
the creditor had only to eel to the lists, when, if he
thought them worth the trouble and expense, he inieht
proceed against the shareholders for his money. He
wished to say a word about the exemption of Pitt-
stock companies from the bill. He did not know whYin-
surance companies were exempted, seeing that they stem
the only companies to whom it was indifferent whether
the law passed or not. They had, in fact, all the advan-
tages at the present moment, but in tho case) of the batiks
the law was different. It was true that in England they
were under the control of the Treasury, ' but still lie
thought there was a reasonable amount of purchase in
calling for some law respecting them. As to the salutary
working of limited liability, Mr. Slater, whose intelligence
had so impressed the committee, bad much doubt as to its
complete success in America and France. Neither didthe
French witness give a very satisfactory account of its
working. He said that there was no guarantee that the
commanditaires had paid up their quota, nor any Otis-
tration of the names or shares. It was nothing, in shirt,
but e4ame of " Heads I win, tails you lose;" the shire-
holders taking the profits in successful years, and eniseci-
pating themselves as soon as affairs began to turn. If,
then, they were going to change the law in this
country, they should first ascertain how the principle had
worked in others, and not tollow them slavishly in those
pints which they themselves were endeavouring to aeleed.
Massachussetts had been cited, but Mr. Slater had told
them that the system of limited partnership was netex-
teusively u et! there ; but the questi )11 was to adapt it to
the English law. He thought the bill an improved PPoli-
cation of the French law, for from the French bankruptcy
laws, which were too stringent to be tolerated is this
country, the bill of the Government was. free. Wes the
house aware of what was the origin of the law of connzan-
d tel ? In its inception it was not a law of partnersliP at
all; but resembled more a law of bailment or loan ehich
was incorporated by the Government. It was first intro-
duced at the eime of the Crusades by the commercial
people on the shores of the Mediterranean, and th, first
written record on the subject was a statute framed el the
city of Jerusalem. It was a system of loan until 1673,
when it was incorporated with the French law, arc from
Franco found its way to Louisiana. It was notuntil
1832 that it found its way into the northern states In
passing through France it became a law of partn.e'ship.
(Hear.) The French law of partatership was not- asepa-
rate thing in itself, for in France every braeeh of
the law was interwoven with other branches, and here-
fore if they adopted the French law they would hive to
frame it so as to give it en English interpretation, Ile
approved of the bill as guarding creditors against tie in-
corporation of men of straw, by large London fines, for
instaece, starting a provincial undertaking. In consicering
the whole question, they should remember that, horover
favourably ' the law might have operated in Frani° or
America, there was no greater example of capita and
credit than that for which they were now about telegis.
late. (Hear.) They should, therefore, be careful tlat in
carrying out an elastic law, which was to break (loan the
barriers between capital and labour, and to give the Poor,
enterprising, and industrious unlimited freedom, thee did
not, by the neglect of timely precaution, undermine the
foundations of that prosperity and credit which, whatever
it did for the rich, did infinitey more for the enterOsing
and industrious poor. (Cheers.)
Mr. J. BALL was anxious that the bill for establih;
limited liability should pass as speedily as possible.

...--~'

" It is difficult to understand why the jurisprudence and
manners of the English do not allow of commandite partner-
ships. Among them, every partner who has the very least
interest in a concern pledges all his means and his person to
the creditors of that concern. They appear to think that
whoever shares the lucky chances of- an undertaking, what-
ever they are, ought to share its losses, whatever they are.
How does it happen they do not see that he who has no right
to manage an undertaking should be permitted to fix a limit
to the losses it may cause him for this reason, that it does
not depend on him to put a stop to them by his prudence ?
The English law seeks to increase the security to the creditor ;
it really diminishes it ; for a sum advanced en commandite,
always known to the creditors, is an addition to the value of
the funds furnished by the undertaker. If the commandite
partner was a simple lender, he would diminish the security
of the creditors by sharing with them the assets of the con-
cern."

ARCTIC EXPEDITION.
The following members were appointed as the committee
of the Arctic expedition :—Mr. Mackinnon, Mr.- Wilson,
Lord Stanley, Admiral 'Walcott, Mr. Edward Ellice, Sir
Thomas Herbert, Mr. Ker Seymer, Mr. Jackson, Mr.
Gordon, Sir Thomas Acland, Captain Scobell, Mr. Ititic
Butt, Mr. Stephenson, Mr. Talbot, and Sir Robert Peel.
LONDON WRIT.
The following was nominated as theselect committee :
Mr. Attorney-General, Mr. -olicitor-General, the Lord
Advocate, Mr. Walpole, Mr. Disraeli, Lord Hotham, Mr.
George Butt, Mr. Thomas Duncombe, Lord Seymour, Mr.
Napier, and Mr. Freshfield.
SALE OF BEER, &c., ACT.
The fallowing select 'committee was nominated :—Mr.
Henry Berkeley, Mr. Cobbett, Mr. Ker Seytner' Sir John
Pakington. Mr. Scholelield, Lord Harry Vane, Mr. Greg-
son, Mr. Patrick O'Brien, Mr. Villiers, Mr. Massey, Sir
William Clay, Mr. Brand, Major Baring, Sir William
Jolliffe, and Mr. Cheetbam.
Leave was given to bring in a bill to amend the Lunatic
Asylums Act.
Leave was also given to bring in a bill for the regulation
of the Chinese passenger ships.
The house adjourned at two o'clock.

He (Mr. Bouvarie) thought this was a very clear and able
statement of the English and French law of commandite.
The French law, as hon. gentlemen who had given dasir
attention to the subject were aware, was not of recent
enactment, bat had existed for nearly 200 years. The 23d
tide of the Code de Commerce declared that—
" Partnership in commandite is a contract between one
or more partners, responsible for themselves and each other,
and one or more partners, supply depositors of capital, who
are called commanditazres, or partners in commandite."
In the same code, title 26, it was stated—
The commanditaire is not liable for losses beyond the
extent of the funds which he has put or ought to have put
into the partnership.„
Tuis was the foundation of the French law of commandite,
and it was well known to those who were familiar with
French practice that this species of partnerships was very
frequently adopted. Re found from the last official return,
he had been able to obtain of the various kinds of
partnerships registered in France that the number of com-
mon partnerships was 2,154, and of cammandite partner-
ships 452, or about 20 thou cent. upon the common part-
nerships. This fact, he ht, conclusive
proof that
persons who were
engaged in commerce- in France felt the
advantage of entering into this description of partnerships.
If any farther evidence were, however, required on this
point, he would refer to the statement of a gentleman
named Levinger, made at the time when Mr. Bellenden
Ker was prosecuting: his inquiries on this subject some 2::
rtars ago. Mr. Levinger wrote :
" I have myself been a traveller 12 years for one of the
first houses of Basle, in Switzerland ; we had a sugar refinery
on Swiss ground, and, being on the frontier of France, We
found it advantageous, under Napoleon, to establish one
also on French ground, about 20 miles from our city ; Our
house did not like to run the sole risk, therefore a cont.
mandite wes established' for two activeyoung men, formerly
clerks, and well known in the city; alarge capital was ink'
xnecliately subscribed and paid down, and it was advertised
in the Basic Gazette that so many, perhaps a dozen gentle-
had subscribed and paid down half a million of francs'
ari a capital, far which th 37 were to receive five- per cent.

an express provision in the act that the shareholders should
be liable for the debta of the company, and should ccntinue
liable for three years after they had classed to be share-
holders. This law with respect to joint-stock companies
was a subject of complaint. It was alleged, and he thought
with justice, that the law was injurious to the companies
which were already formed, and that it deterred men of
prudence and capital from embarking in such concerns.
The law admitted that, for certain purposes, joint-stock com-
panies were reason%ble and proper association ; and yet the
law was such as to deter from entering into them that class
of persons who of all others it was desirable should join
them —namely, men with large means and with judgment
enabling theta to know what they were about, and who
were, therefore, the most likely to carry the undertaking to
a successful result. Not only was it an objection that
prudent and wealthy men were deterred from entering into
joint-stock companies by this law of unlimited liability,
but it was-also an objection that, in ,conseqUence of that
law, the reckless, thoughtless, and extravagant were the
parties into whose hands the concerns of those companies
fell. (Mar.). The law of 'unlimited liability, while having
this effect; likewise gave to those concerns every fictitious
and unjust credit. The foundation of the credit of joint-
stock companies should be the mode .in which the
business was conducted, and the objects for which
the companies were carried on, and if the attention of
the public were diverted from that true indication of
credit to a false indication of credit—namely, the whole
of the shareholders massed together—the , public were
tempted to give to the companies an unfair and undue
amount of credit. The injurious eff ct of the law of un-
limited liability was not only felt by the companies already,
in existence, but the law also operated in entirely prevent-
ing the formatien of some other companiei. There were a
number of concerns which required for their success the
association of persons of large means, experience, and juck.
raent, and if-such persons did not join them the' under-
takings fell to the ground. Mr. Baker, a London solicitor;
stated :

gina Anne, widow of the late Sir T. Pigott, Rat.,
MARRIE P.
On the 25th inst., at St. George's, llanover•square, John
Frederic Baillie, Esq., of Le s Castle. Inverness, to Geor-
of the Royal Horse Guards Blue
On the 28th inst , at West 'Hackney Church, Charles
Durham, Esq. 0,,
E " Regeni's-parkterrac Lmulon, to
Sarah Charlotte, third daughter- of the late'George Paul,
Fa ``.l, • , °t Sydney, N.S.W.
in the 28th inst at the parish church of Isleworth,
Captain Jam„ William " k of the 16th Regiment of
Foot, to Harriet Elizabeth, youngest daughter of William
Dundee, Esq., late Capt. 62d Regt• formerly

CRICSET.—The match, Marylebone Club v. Rugby
School, Was concluded yesterday, at Lord's, in
favour of Rugby by 8 wickets, having only two wickets
down in their second innings. The score stood as fol-
lows:—Marylebone, Ist innings, 183; 2d innings, 83
Rugby, Ist innings, 225 ; 2d innings (2 wickets
down), 47.
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Du Barry & Co., 77, Regent-street, London; also at I.'s
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DIE D. •
On the 28th inst., at 12, Albemarle-street, James Loeb,
EOn sq., Pged 75.
the 28th inst., the Rev. W. Cokayne Frith, D.C.L.,
rector of St. Peter's, Wallingford.
On the 28th inst., R. R. Perry, Esq., surgeon, HAW'
stead, aged 37.
On the 18th inst., before Sebastopol, in the attack on the
Redan, Lacy Walter Yea, Colonel of the 7th Royal Fusi-
liers, and Acting Brigadier-General, eldest and only sur-
viving son of Sir Wm. Walter Ycs, Bart., of Pyrland Hall,
Somersetshire, aged 47.
On the 28th inst., Joseph Afoul°, Esq., Serjeant-nt-
Arms in H.M. a late Superintending Presi-
dent of the General office,Post- Edinburgh, aged 58.
On the sth inst., at Malahide Castle, near Dublin,
Patrick P4nrra.y, Esq., of Arthurstone, Perthshire.
On the 28th inst., at Kilburn, Miss Mary Bristow Satin-
derson.
On the 25th inst., at Boulogne-sur-Mer, Browne
Ponsonby, Esq. Captain of the 7th Lancashire Rifles, and
formerly of the Bombay Army.

LONDON : Printed and Published by MUBDO YOUNG,
of No. 112, Strand, Printer, at The Sun Office, No. 112,
Strand, in the Precinct of the Savoy, in the county of
bliddl6seir, Saturday, June 30, 1855.

" I have seen so many instances where tho inability to
constitute a partnership with limited liability lisfe'prei,ented

..- i. ~ .s-. .

t'::ei