The Sun.
London, England, 1870-01-18 00:00:00

THE LAW OF LIMITED LIABILITY.

An important point was decided on Monday by Vice-
C:rancellor Malins. The case of the Raglan Hall Colliery
CAnpany came before him. That company bad originally
been an unlimited association. The speculation, however,
did not pay; and then the concern was turned into a
limited company. The shareholders in the one were the
same as the partner in the other. In reckoning their
liability, the shareholders computed the amount they had
paid while members of the unlimited company, and thus
raduced their liability. some of them had subscribed to
the unlimited company nearly, if not all, the amount of
their shares in the limited. The official liquidator
sought to make them debtors in respect of their
shares, notwithstanding what they had previously paid.
They resisted his claims. The Vice-Chancellor, in giving
judgment, spoke very strongly on the policy of the defen-
dants. It seemed, said the Vice-Chaccellor, in
describing the scheme, that nine gentlemen, one
of the legal profession, were induced by bril-
liant prospects to join in working a colliery.
After expending, and becoming liable to pay in respect
of their society the sum of £l,OOO, the idea occurred to
them of limiting their liability, and accordingly the com-
pany was registered as a limited company. It was in-
tended that the colliery was to carry on its extensive ope-
rations, but the partners were to limit their liability to what
they had already imperilled or lost. From the time of the sign-
ing of the memorandum of association they neverintended to
be liable to pay anything, whatever the extent of their
trade might be, to any labourer, or tradesman, or any
other person whom they might employ. They were to go
on with their undertaking, taking the chance of gain, but
paying nothing if they lost. If the laws of this country
sanctioned such a proceeding, they were in a most
lamentably deficient condition. But the Legislature did
require that shareheldcrs should be liable for some-
thing, and that the nature of their liability
should be apparent. Therefore the form in which they
originally sent in their memorandum of association as a
company with all paid-up shares on which there was no
liability, was rejected by the Registrar, as they were
eventually registered in a general form, which rendered
each ono of the 6hareholders liable to be put
on the list as a contributory for the full
amount appearing opposite his name. The re-
sirondents could not say that they had paid for their
shares by contributing their moiety in the colliery,
for that was not contributed after tho registra-
tion but before. This company had been carry-
ing on expensive operations, and when the case first
came into court the workmen who bad been employed
ware absolutely unpaid. It was only after strong pressure
tliat the respondents were induced to pay them something,
It was contended that they, being limited in their liability.
and having paid up their shares, could, when the colliery
was not successful say to the men " You must
look for payment to the colliery"—as if the poor fellows
could get anything out of that. He did not say
that such principles were absolutely dishonest;
but they would receive no encouragement from him.
His Honour ordered that every one of the respondents
should be put on the register as contributories of the
whole amounts standing to their names, in the memo-
randum of assessment; and expressed a hope that
the winding up would be completed as soon as possible.

UNITED, KINGDOM TELEGRAPIIS.—A special meet-
ing of the "company was held yesterday at the London
Tavern, Mr. A.Croll in the chair, when the following raso
lution was unanimously adopted:—" That the Postmaster-
General having signified his readiness to take over the
undertaking and paying the purchase money, the com-
pany be now voluntarily wound up, and that Mr. A. Croll
be appointed liquidator, and that the present directors be
requested to continue their services for the present•
At this time, when tho pr:nciples and practice of co-
zrerative societies engross so large a share of attention, it may
he well that lites3rs.:Parkins and Gotto should remind the no

bility and gentry that they have for the last twenty years adopted

the pract ea of buying the best goods in large quantities direct
from the manutt turers, maraing every article in plain figures,
and retailing them at the EnnAllcat possible profit for ready
money; and where, from distance or other causes, cash pay-
ments have been impossible, they have never increased the price
of the articles delivered. They respectfully solicit an inspection
of their stock, consisting of portrait albums, writing-cases, dres-
sing-cases, dressing-bags, despatch boxes, envelope-cases and
blotting-books, inkstands, desks, stationery cabinets, ornamental
goods, purses, pocket books, cigar-cases, reticules, opera-glasses,
ecent-cases, stnelling-bottles, electro-gilt and elegantly-mounted
articles—in fact, an endless variety of articles to suit every taste,
purpose, and pocket.—Perkins and Gotto, 24 and 26, Oxford-
•treet, W.