The Sun.
London, England, 1849-03-27 00:00:00

SOCIETY FOR PROMOTING THE

AMENDMENT OF THE LAW.

LAW OF PARTNERSHIP.

The ordinary general meeting of the society was held
last night at their rooms, 21, Regent-street, for the pur-
pose of further considering the recommendations of the
committee as to limiting the liabilities of dormant part-
ners; Mr. Yates occupied the chair.
Mr. SYMONDS, the secretary of the society, in reopen-
ing the debate, which was adjourned from the previous
meeting, as he considered the question now before them
was one, not of principle, but of detail, proposed to sub-
mit several suggestions as to the practical means of car-
rying out with safety the recommendation of partner.
ship en commandite, as it was called in France, or the
system of limited liabilities in the case of dor-
mant, and it might be secret, partners. He re-
commended that every company based on this prin •
ciple should be registered in a public office, such as
that now existing for joint-stock companies; and
that the form of registration, differing from tnat adopted
in the case of joint-stock companies, should be a common
form, similar to that adopted in the advertisement of in-
surance companies, showing at a glance, where the proper
conditions were present, and where absent. He pro-
posed that this registration should he published regu-
larly, as, for example, the " Law List" was, with supple-
ments if necessary, perhaps once a quarter; and that
this list, where every partnership en commandite must
appear, should be framed by the registrar in the same
manner as the certificates of attorneys for the " Law
List." All this would fall short of what was required
without a tribunal, formed on the model of the Bankruptcy
Court, to which questions arising out of this kind of
partnership might be referred; the Attorney-General
prosecuting wherever failure was the consequence of
fraud, and the expenses of the court and of the annual
list being supported by a fee charged upon the issue of
each company's certificate. Such were his suggestions
for carrying into practice the principle of partnership
en commandite, and, in making them he disclaimed any
participation in the alarm expressed by some, which he
thought entirely arose from the abuses of the present
system.

Mr. WILLIAM lawEs refused to have the principle
assumed, and contended that those who would change
the law, as it now is, must prove there was a necessity
for the change, and that the present system was in-
sufficient for the purposes of trade. The principle which
repudiated debts beyond a fixed amount, if good for
companies, must be valid in the case of individuals.
Were they prepared to carry out their principle? He
considered that the agent, or gerant, or acting partner
en commandite, was an uncontrolled trafficker, because the
moment his dormant colleagues interfered by advice or
voting, at a private meeting, they immediately became
responsible for the whole amount of liabilities contracted.
The consequences of this were, that the world would
cease to trust a concern where the managing partner was
uncontrolled; and the difficulties occasioned in law, as
French lawyers knew, by one and another of the dor-
mant partners appearing to pass the limits of non-inter-
ference in the affairs of the concern were inextricable.
He believed the proposed change would be productive of
great fraud and immense abuse.
Mr. Commissioner FANE, who supported the recom-
mendation of the committee, considered that the remarks
of Mr. Hawes went entirely to the qualifications of the
main principle, which was simply this, that a man might
give a certain amount of money to a firm but withhold
his name. Some gentlemen were confounding the pub-
lication of the names with the main principle involved.
He saw no necessity for the name being known at all,
and if not known of course the secret partner could
neither be guilty of deceiving nor of defrauding any
one. He would have such a partner also take an active
superintendence of the concern so far as to consult and
counsel in the conduct of its affairs. In fact, he dis-
missed all the restrictions proposed by the committee as
absurd, and adopted the simple principle as expressed
in the first of the resolutions drawn up by the
committee in the followimg terms :—" That it is
advisable to allow the formation of partnerships,
in which, while the liability of the ostensible
and active partners continues unlimited, parties
who take no active share in the business, and whom
it is proposed to call limited partners, should be able
to restrict their liability to the amount of capital
agreed to be advanced by them." This was just that
principle which by the union of small means accom-
plished marvellous ends, that was required by society as
it now existed.

Mr. Alderman Salomons, Mr. A'Beckett, Mr. Frede-
rick Hill, and Mr. Neale, afterwards addressed the so-
ciety in support of the committee's report, and Mr. Wil-
son, Mr. Goldsmid, and Mr. Elliott against it.
The CHAIRMAN then put tho following questions to
the vote, namely :—That the report be received; carried
by a majority of eight to four. That the rule of English
law, by which partners are unable in any case, except by
special sanction of Government, to limit the amount of
their responsibility for engagements made in the business
of the firm requires amendment; carried by ten to five.
That the introduction into England of the system known
as partnership en commandite, due precaution being taken
against any fraudulent abuse of it, would be desirable;
carried by ten to five.
The meeting then scparated.

SM ITLIFIELD-MARKET. Yesterday afternoon a
public meeting was held at the London Tavern, for the
purpose of taking into consideration the most efficient
measures to be adopted for the removal of Smithfield
Cattle-market. Mr. F. Bennoch took the chair, and
briefly addressed the meeting upon the combination—a
great and growing monopoly, possessing much power—
which had for a series of years usurped the whole trade
of the cattle and dead meat markets of the metropolis.
In the open area of Smithfield-market the greatestin-
decencies were constantly being committed, while gross
cruelty and brutality was hourly practised towards the
cattle exposed for sale. The health of the public was
likewise materially affected, by the horrid effluvia that
arose from the filthy slaughter-houses in the vicinity.
Several gentlemen addressed the meeting, and resolu-
tions in accordance with its objects were unanimously
agreed to. A committee was then appointed to carry out
the objects of the assembly ; and after votes of thanks
had been passed to the Chairman and Hon. Secretary,
each of whom acknowledged the compliment, the meet-
ing adjourned.

NORTH-AMA ;:RICAN RAILWAY.

TO TIIE EDITOR O. ° THE BRIGHTON GAZETTE.

Sir,—The very Hatter, .ng notice you were kind enough
to give in your paper of iesterday to the contents of the
pamphlet I hal the please .re to forward a few days ago
for your perusal and consi aeration entails upon me the
necessity of again intrudin: upon your valuable time,—in
the first place, to have a,n opportunity of returning,
which Ido most sincerely, my grateful thanks for the
highly favourable remarks yota have, as an impartial
public journalist, considered it 3 our duty to make on my
perhaps rather too enthusiristic endeavours to arouse
general attention to what h.as long appeared to me a
question of vital importance to the British empire.
That the subjects in favour of which I have ventured
to appear before my countrymen should have enlisted
your powerfal aid did not in the least exceed my expor-
tations; but that you should at once so fairly and so
boldly stated, when alluding tc the other proposed routes
across the American Continent, and more particularly to
the one of the Lake of San Juan, de Nicaragua, that—
" We think that the views developed in the able pam-
phlet of Major Carmichael Smyth. will go far towards
effecting a revolution in public opinion," is so gratifying
to my feelings, and so encouraging to my labours, that
if I am now troublesome in urging forward this great
national undertaking through the medium of your co-
lumns, I trust, with you at least, I shall meet with some
excuse, particularly for not quietly allowing the follow-
ing remark, extracted from the Morning Chronicle of the
7th instant, to pass unnoticed

" The fact is that from various circumstances, such as
the vicinity of the United States, the manner in which
the public lands of the colony have been disposed of, and
the feelings of the present inhabitants witt► respect to
immigration, we have long ceased to regard Canada as a
proper field for settlement at once systematic and ex-
tensive."

Now, Sir, we have the highest authority on points of
honour to warn us that (I quote from memory)" no man
has a right, by speech or in writing, to impute improper
motives to another;" and far be it from me, therfore, to
insinuate even, that the writer of the article in the
Chronicle asserts other than what he firmly believes; but
when the columns of a public journal, extensively cir•
culated (and, as we are led to believe, powerfully sup-
ported), contains opinions so highly detrimental to the
welfare and prosperity of a most important section of
this great empire, it would indeed be a neglect of duty on
the part of those holding different opinions to remain
silent.

Let the writers of the articles for the Chronicle bring
forward whatever reasons they will in favour of any sys-
tem for New Zealand, the Cape of Good Hope, or any
of our other colonies, let them use their best endeavours
for the happiness of them all, let them point out how in
every way they may be benefited ; but let them pause
before they again lend their aid to those who wish to
induce the pulic to believe that our magnificent and
loyal colonies, Nova Scotia, New Brunswick, and
Canada, are unfit for the reception of our emigrants,
either from vicinity to the United States, from local
arrangements regarding land, or from any other cause
whatsoever. The author ot " The Art of Colonization"
says—

But whatever may be the cause, I have no doubt
that the love of England is the ruling sentiment of
English colonies;" and with him on this point I most
cordially agree. By neglect, we may certainly oblige
our colonies of Nora Scotia, New Brunswick, and Canada
to look to America as their best friend, and thus drive
them from us; but we may depend upon it they will go
with a heavy heart, and England may repent with a
broken spirit. I can look forward to the continually in-
creasing greatness of our extensive empire, if we expect
ourselves to fulfil its apparent destiny; but " there is a
tide is the affair of " nations as well as in those of " men,"
and its " ebb" may carry away the landmarks of our
glory and of our prosperity not so easily hereafter to be
replaced.
In the Executive Council Chamber of Canada on the
20th December, 18.18, it was resolved—" that the Com-
mittee of Council have no doubt that the Canadian
Legislature would be prepared to sanction any measure
having for its obj. ct the transfer to her Majesty's Govern -
inent of the unsettled crown lands, through which the
proposed railroad would pass, to the extent of 10 miles
in depth on each side, mad that it would further under-
take to obtain, at the expense of the province, all the
private propery required tor the railroad line in Canada
and for the several stations."

In the Council Chamber of Fredericton, New Bruns-
wick, on the 6th of January of this year, present his Ex
cellency the Lieutenant-Governor, it was decided that—
" The Council having considered these documents with
great attention and satisfaction, fully concur with the
opinion expressed by Major Robinson in his very able
report, that while the projected railway will be of great
advantage to provincial interests, it is at the same time
a work of imperative necessity, in a national point of
view, for the preservation and integrity of this portion of
her Majesty's dominions.
" Participating in this conviction, the Board anxiously
desire to co-operate with the adjoining colonies in a
practicable scheme for the completion of so important an
undertaking.
" No question of greater importance to British colonial
interests could be presented fur the consideration of the
Government. Upon it hangs the destiny of these pro-
vince; as portions of the empire. In its favourable ter-
mination we view the only guarantee of colonial unity
and British supremacy in British North America; and so
deeply rooted do we believe to be the attachment of this
colony to British institutions, that we are of opinion no
opposition will be offe:erl in our legislature to the pro-
ro,ition of the Canadian Government however its adop-
tion might bear on what has hitherto been the principal
staple of the province."

These resolutions of the Council havo reference to the
proposed Halifax Quebec Railway, and also to the in-
crease of duty from is. to 7s 6(1. on colonial timber, as a
security to the .British Government for any advances
they may make for the completion of such railway. I
will now, Sir, conclude with a few observations from the
report of Major Robinson, presented to Parliament by
command of her Majesty, and just printed:—
" For any great plan of emigrating or colonization
there is not another British colony which presents such
a favourable field for the trial as New Brunswick. To
17,000,000 of productive acres, there are only 205,000
inhabitants. Of these 11,000,000 are still public pro-
perty. On the surface is an abundant stock of the
finest timber, which in the markets of England realise
large sums annually, and afford an unlimited supply of
fuel to the settlers. If these should ever be exhausted,
there are the coal fields underneath. The rivers, lakes,
and sea coasts abound with fish."

Then as to the practicability of carrying on the line of
railway to the Pacific. It can be clearly shown that a
similar description of country, and indeed in many parts
far superior for agricultural purposes, runs through the
whole length of that parallel of latitude in which would
be constructed the great British colonial railway com-
munication that has been proposed in my letter, to the
author of the Clochmaker; and as a means of affording
permanent work to our starving and unemployed popu-
lation, as a means of enabling the country to make a per-
manent system of national colonization, and, at the same
time, of assisting the legislature to relieve the country
from the expense of what the Times so justly observed on
the 19th February, " ire cannot afford to spend 50/.
a year on a convict at home." As a means, then, I say,
of materially assisting in the solution of all these im-
portant questions, now agitating public opinion, I do not
believe any better plan can be suggested; and I believe
also, if judiciously and systematically undertaken, the
ultimate consequence of this great national work, instead
increase,
to being a drain on the finances of England, will
to an immense extent, both her revenue and her capital.
With many apologies for the length of this communication,
I have the honour to be, Sir,
Your obedient and much obliged servant,
ROBERT CARMICHAEL SMYTH.
17, Preston-street, Brighton, March 9,1849.