The Sun.
London, England, 1856-05-27 00:00:00

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realing of this bill, believing that the safeguards which
were studiously excluded from this bill were essentially
necessary. The repeal of the usury laws had rendered
any alteration of the law of partnership less necessary.
Nor did he see the force of the argument that this bill
was necessary on account of the bill which had already
passed. He did not think that any partnership ought to
exist in which each of the partners had not the same in-
terest as any individual might have in the business. Be-
lieving that the bill could not be so modified in commit-
tee as to make it a desirable bill, and that the bill re-
lating to joint-stock ,companies was sufficient for every
purpose that could be required—that such a bill would
not tend to raise the mercantile character of this,
country, which wee, in fact, the clearing-house of the
world,—ho was opposed to its becoming law. There
was nothing in the bill to afford any security,—nothing
to prevent a man from withdrawing his money from a
concern the moment ho found that it was going down.
There was no precedent for this bill in any other country;
it was not the Code Napoleon, nor the law of America,
nor of any country. It was not even the same bill as
that of last year, nor that of February last. (Hear,
hear.) After so many changes on the part of the right
hon. gentleman the house might well pauSe before pas-
sing it. Were it not that it was rather late in the ses-
sion, the best course would be to send the bill to a select
committee.

Mr. BAXTER supported the bill, and said that many
of the objections to it were precisely those that had
been urged against all reforms in England. (Hear,
hear.) It was said the bill would open a wide door to
fraud, by allowing parties to carry on business on the
faith of capital that had long been withdrawn. But was
not this generally the case at present ? Did not parties
retiring from a business get their capital 'ant of it as soon
as pOssible. instead of allowing it to remain for the' as-
sistance of the continuing partners ? This was almost
the necessary effect of limited liability ; under a different
system wealthy parties on retiring would have no objec-
tion to allow their capital to remain. Every one knew
instances of persons who had indiscreetly allowed their
names to continue in a firm, had been made liable for its
losses after they had left it, and had been ruined in con•
sequence. (Hear, bear.) It was said that this was an
untried and unprecedented scheme ; but it had long been
the law in the Hanse Towns and in other commercial
communities. In one respect the bill went too far ;it
proposed to put the person who first lent his money in
the position of a creditor. (Hear, hear.) The principle
seemed to be that a man must be either a partner c r
not a partner ; but the Legislature had never paid great
attention to abstract principles, and the fate of the right
hon. gentleman's Local Dues Bills ought to have taught
him caution and prudence in these matters. It was
most desirable that the public should have some know-
ledge of the state of the p'irtnerships with velio:n they
dealt ; and the Attorney-General had advocated this in
his speech in support of the bill of last year. Consider-
ing the bill capable of amendment in committee, he
should vote for the second reading, with a view to its
being considered in committee.
Mr. MASTERMAN said he concurred with Mr.
Hustle in opposing the further progress of this bill,
which he thought calculated to impose on the mercan-
tile community. He did not see that those who got good
interest for their money required further protection than
they had at present. If the bill passed it would prove
very injurious to the mercantile community.
Mr. KIRK moved that the debate be adjourned.
Mr. W. BROWN seconded the motion.
Mr. LO iVE rose to speak, but was greeted with such
loud cries of "Adjourn" that he did not persist.
The house then divided on the amendment—

Ayes
Noes

1103

Majority
The debate was therefore resumed by
Mr. LOWE (who was again receivtol with lon 1 cries of
" Adjourn"). He really could scarcely recognise his bill
from the deocription which he had heard of it from hon.
members during the debate. The bill did not attempt to
interfere with the law of partnership properly so called.
Parterehip (which was only a contraction of " part-
ownership" really applied to cases only where there was a
joint ownership, a'dele^tes personcc, and where the par-
ties trusted one another ; but he did not think that that
definition applied to cases where a party lent money, and
stipulated that he should be paid by a share of the pro-
fits. The existing law merely took one single incident,
and' that perhaps the least characteristic of the three,
and made it the sole criterion. With regard to the law
of partnership, properly so called, he thought the sub-
ject ought to undergo a searching inquiry by a com-
mittee of that house, and he should be very glad next
session to undertake such an investigation. (Cheers.)
The law of cominandite was a modification of the law of
partnership properly so called, and it had noticing what-
ever to do with this bill. Whether we should adopt a
law of corantandite, or the American system, which was
only a bungling law of comnandite, was a question
which ho was not then attempting to solve. All that he
was doing was to ask the house to get rid of the per-
verse ingenuity which had been used in interpreting the
laws of partnership in this country, and to say that a
mere stipulation to receive a share of the profits of a busi-
ness should not constitute a person lending money to the
firm a partner. Ffe proposed that a man should not be
rendered a partner either by lending money to another
do condition that he should receive a share of the profits,
or by contributing his services on the same terms —or by
lending money on the understanding that he should be
paid an annuity out of the profits. (Hear.) The great
objection to the bill was that it provided no safeguards.
Toe hill proposed to do away with a great injustice it
proposed to alter an interpretation of the law by which
persons had often found themselves involved in liabilities
of which they had not dreamed ; and there was nothing
in the removal of an injustice which called for the im-
position of safeguards. The truth was, the distinction
that was made between the liberty to lend money at any
rate of interest without becoming a partner, and the ne-
cessity of becoming a partner if the remuneration were
in proportion to the profits, was a mere commercial
superstition. (Loud cheers.) The matter was merely
that of a loan, but a loan not on a fixed rate of interest,
but a rate of interest depending on profits. He believed
that the bill was already the law of the land, though it
was not established by judicial decision. A bank had
been recently established upon the principle that the de-
positors should take a share of the profits ; and the opinion
of high legal authority had been taken, whether such an
, arrangement would make the depositors liable as share-
! holders. That ',pinion was, that there would be no
such liability. He mentioned this to show that the bill
was not that wild speculative attempt at leeislation—
that innovation upon the existing law—which some
hon. gentlemen seemed to think it.
Mr. HINDLEY confessed that, having listened to
the speech of the right hon. gentleman in defence of the
bill, he did not understand it ; and, believing that many
others were in the same position, he urged that the de-
bate should he adjourned.
Mr. KIRK opposed the bill, which he said was an in-
novation upon the principle, that those who embarked
in trade and took the profits should be accountable for
the losses.
Mr. HORSFALL was the more determined to vote
against the second reading now that the right hon. gen-
tlman had stated there would be a further alteration of
the law of partnership next year. If any change in the
law were necessary there c be no reason why it
should not be postponed until neat year, when the sub-
ject might be considered as a whole, and dealt with by
one measure.
The house divided—
For the second reading 97
Against it CG
Majority
The bill was accordingly read a second time, and
ordered to be committed on Friday next.
SIR W. FENWICK WILLIAMS' ANNUITY
BILL.
The CHANCELLOR of the EXCHEQUER moved
the second reading of the bill, which he explained was
for the purpose of carrying into effect the resolution of
the House of Commons, passed in consequence of the
message from the Crown, to the effect that an annuity of
1,0001. a year should be granted to Sir W. Williams for
his gallant conduct in the defence of Kars.
Mr. WHITESIDE expressed a hope that the other
British officers who were united in the defence of Kars
would not be forgotten.
The motion was then agreed to, and the bill was read a
second time, and ordered to be committed this day.
ANNUITIES (No. 2) BILL.
This bill passed through committee.
JOINT-STOCK COMPANIES WINDING-UP
ACTS AMENDMENT BILL.
On the motion for postponing this bill to Friday next,
Mr. S. FITZGERALD called attention to the import-
ance of this bill, which he said was not merely intended
to meet the case of a particular Irish bank by a sort of
ex post facto legislation, but it was a bill that affected the
whole system of credit in regard to joint-stock banks,
both in England and Ireland, and suggested that the
second reading should be fixed for some distant day, of
whiCh due notice should be given, in order that it
might be fully discussed.
Mr. MALINS believed the bill‘which had come down
from the lords was a useful one, and would secure to
debtors more than they could get under the existing law.
It was not intended to screen the shareholders of a par-
ticular bank, nor would it have any such effect.
yfu might t be
conversation,positi
Mr. WHITESIDE believed this was a bill to screen
the shareholders of the bank of the late Mr. John
Sadleir—once a Lord of the Treasury.
Sir G. GREY said Friday was named merely in order
yelyfitxheedbfiollrwitass coming on.
thatA fttheernsearndea
until Friday night.

PUBLIC HEALTH SUPPLEMENTAL BILL.
This bill was read a second time.
PAWNBROKERS BILL.
This bill passed through committee.
REFORMATORY SCHOOLS (SCOTLAND) BILL.
This bill was read a third time and passed.
EXCISE ACTS.
This bill passed through committee.
REFORMATORY AND INDUSTRIAL SCHOOLS
BILL.

This bill was committed pro forma for the purpose o
inserting amendments.
BURIAL ACTS.

On the motion of Mr. MASSEY leave Was given to
bring in a bill to amend the burial acts.
The house then adjourned at 2 o'clock.

LRLIA

HOUSE OF COMMONS.-MAY 26,

PARTNERSHIP AMENDMENT (No. 2) BILL.

- .
Order for Seaond.Readini read • Motion' made, and ques-
tion proposed, " That the Bill be now. read, a second
time : '—Amendment proposed,' to leave out the word
"now," and at the end of the question to add the words
"upon this day six months :"—Question put, " That the
word `now' stand part of the question :"—The house
divided; Ayes, 97—Noes, S.
AYES-97. - • -
Agnew, Sir A. Grey, R. Paxton, Sir J ,
Adtrobus, E. Grosvenor, Earl ' Peel, Si.' R.
Atherton, W. • Gurney, .1. H. Perry, Sir E.
Baines, Rt. Hon. M. Hadfield, George Pollard-Urquhart, W.
Baxter, W. Hall; Sir Benjamin Price, W.
Beamish, F. . liaPkeY. T. Pritchard, J.
Bell, J. Hindley, C. ' Ricardo, 0.
Biggs, W. . Horsman, E.. Ricardo; S.
'Bland, L. H. • Johnstone, J. Ridley, George
Bonham-Carter, J. Jones, D. Russell, P. C.
Bouverie, Hon. E. P. Keating, It. Sawle, C.
Brand, H. B. W. Ktnnaicd, A. ' Scott, F.
Brocklehurst, J. Labouchere,Rtllon.H Scully, F.
Bruce, Lord E. Langton, H. G. Seymour, H. -
Buckley, Gen. Lewis, Sir G.C. Seymour, W. D.
Cavendish, C. C. Limisay,,W, Shelley, Sir J.
Cowper, W. Littleton, E. Smith, R.
Dent, J. Lowe, R. • Sullivan, Michael
De Vero4S. E. Maguire, J. F. Talbot, C.
Duncan, Viscount AI alins, Richard ThompsOri.G.
Done an, George Mangles, R. D. • Tite, W.
Ellice, E. Martin, P. Walpole. S.
Esmondp, J. 3fassey, W. Watson, W. •
Ewart, W. Miall, E. Wells, W.
Ewart, J. Mills, T. Whitbread, S.
Ferguson, Sir R. Moffat, G. Wickham, H.
Fitzroy, Henry Mon9k, Vis. Wilkinson' Wv----
Forster, Charles Monereiff, J. \Williams, W.
Freestun, Colonel Moncell, W. Wilson, J.
Gipson, M. Murrongh, J. P.
Goddard, A . Norreys, Sir D.
Ooderich, Viscount O'Connell, D.
Greene, John O'Connell, J. . Hayter, W...
Grey, Rt. Hon. Sid G. Palmerston, Viscount Mulgrave, Earl of

TELLE-11,9.

... NOES-66.
Alexander, J. Egerton, Edw. Masterman, J.
Anderson, Sir J. Emlyn, Viscount Mitchell, T. A.
Bailey, C. Fenw,ck, H. Montgomery, Sir G.
Baird, J. Ferguson, Sir J. Napier, J.
Baring, T. Fitzgerald, W. It. S. Pilkington, J.
Baring, F. Forster, John Richardson, J.
Bennet, Capt. P. ' George, J. Russell, F. W.
Black, Adam • Greaves, E. Smollett, A.
Blackburn, P. Grenfell, Charles Spooner, R.
Blake, M. J. ' Grogan. Edward Steel, John
Bramley-Moore, J. Gwyn, Howe! Strom'', Sir 11.
ltramston, T. W . Hamilton, Lord Claud Strutt, lion. E.
Brown, W.' Hardy, G. Stuart, Captain
Butt, I. Hastie, Alexi Taylor, Colonel
Child, Smith Hayes, Sir E. Thoruely, T.
Christy, Samuel Horsfall, T. Vance, John
Cole, 11. A. Kendall, N. Vivian, H. H.
Cowan, C. Kirk, W. Warren, S.
Cubitt, W, Liddell, 11. G. Whiteside, J.
Davies, 1). Lockhart, W. Wynne, John
Davies, J. Lushington, C. M. TELLERS.
Dillwyn, L. L. Macartney, G. Hastie, Archd.
Dunne, Colonel Mackie, J. Oregson, Samuel

Naval and Military Intelligence.

PRESENT TO THE EMPEROR OF RUSSIA.

Her Majesty's ships Tartar and Cossack, the former
under the command of Capt. Dunlop, and the latter of
Capt. Cockburn, Each carrying 21 guns, put into Queens-
toen harbour on Wednesday evening. The Tartar and
Cossack were seiz id at the commencement of the late
war by direction of the British Gov.-rcnient, while in
Course of building at Mr. Pitcher's, Graenhithe, for the
service of Russia. Both vessels are at present on a
cruise in the Channel frr the purpose of testing their
speed, with the view (f presenting, it has been said,
the swifter vessel to the Enneror of Russia.

Her Majesty's ship Am;niarite, 25, Captain Burridge,
and the Higbfiyer, 21, Captain Moore, went into Ports-
mouth harbour yesterday morning to be paid off.,
The Admiralty order which arrived at Sheerness for
the Cressy, 80 guns, screw steam-ship, Captain Richard
L. Warren, to prepare for her immediate departure for
Lisbon (as reported), has been countermanded in conse-
quence of the time it will occupy to make the necessary
alterations. The Majestic has therefore been ordered to
!floc ied in her stead.
The progress of the new corvette Clio, of 20 guns, in-
tended to be built at Sheerness, has been suspended.
The Edward sailing:transport, No. 141, and the
steamer Derwent, Nn. 241, both of which reached
Woolwich on Saturday, have unloaded a considerable
portion of their heavy freights. The Der went has
Drought bonne three 9-nonnder batteries, with appur-
tenarcA complete; and the cargo of the Edward con-
sists of 116 Russian guns and 4 mortars, with a quantity
of old clothing and condemned stores.
The screw steam gun-boats Pheasant and Primrose,
sister vessel', to carry 60 horse power engines, were
launched on Satur lay last at Mesars. Pitcher's, of North-
fleet, and were removed in tow of the Widgeon on Sun-
day to Woolwich. These vessels are not to be rigged
and fitted, nor coppered, but they are otherwise in a for-
ward state for Service, and are to be kept in reserve nil-
, finished. _ . .

The following appointments were made yesterday at
the Admiralty :—Commander G. F. Day, to the Firefly ;
John Tucker (h), master, to the Ajax ; John Waye,
master, to the Intrepid ; Alfred J. Vojta, master, to the
Niger; Matthew P. Lyon, master's-assistant, to the Ma-
gieienne ; Robert H. Hawe, master's•assistant, to the
Ariel ; Dani3l Saunders, surgeon, to the Atalanta'; Wm.
A. Turner, assistant-surgeon, to the Duke of Wellington;
Wiiliarn T. Carr, assistant-surgeon, to the Boscawen ' •
Edward M'Carthy, acting assistant-surgeon; to the Royal
George ; Vin. Simpson, acting aseistant•eurgeon, to the
Boscawen ; John Jefferson, acting assistant-surgeon, to
the Caesar ; Pierce Mansfield, acting assistant-surgeon,
to the Boscawen ; James Flanagan, acting assistant-sur-
geon, to the Algiers ; Matthew B. Grandy, assistant-
elak, to the Atalanta.
The Doke of Caml ridge inspected the cavalry regi-
ments of the British German Legion at the camp at
Shorneliffe yesterday. The Royal Duke, with his
equerry, Colonel Tyrwhitt, attended by Major-General
the B iron do Stutterheim, Kinloch (Inspector-
General), and Staff, and accompanied by Colonel Darby
Griffiths of the Scots Grays, arrived at the camp shortly
after f.l o'clock, and occupied himself for three hours in
witnessing the evolutions of the two regiments of cavalry
(500 strong), under the command of Lieut.-Colonel Per-
cival and Lieut.-Colonel Fleming, the Royal Duke him-
self suggesting some of the manoeuvres. In the course
of the inspection several rapid and dashing charges were
made, and all passed off with the greatest show of effici-
ency in drill. Men and horses looked admirably, and
the Duke expressed himself highly pleased with the sol-
dierly appearance of the men. Subsequently the infantry
were turned out, when his Royal highness inspected
the three regiments under the command of Lieutenant-
Colonels Humfrey, Bathurst, and Kent Murray, a fine
healthy compact body of soldiers. The Duke also visited
the cavalry stables, and, after taking luncheon with
the gallant commander of the Legion, the Baron
Stritterheim, was accompanied to the train by the gal-
lant General's Staff (including Majors Ellerman, Pone-
nius, Cartwright, &c.) The regiment of Jagers, under
the command of Lieutenant-Colonel the Hon. F.

Joscelyn, left Shonelitre for Aldershott last week, and it
is likely the other regiments, cavalry and infantry, will
also proceed to Aldershott and be brigaded with the
troops already there. Baron Breitbach was presented
to the Duke of Cambridge. The veteran served in
nio•t of the caropai4;ns of the Peninsula, and was one of
the Duke of Wellington's aides,de-camp at the battle of

Wat:trloo.
Brigadei.of the Royal Artillery at Woolwich have
gone through heavy gun exercises for some days past,
in preparation for the general review which is to take
place on the Common on the 29th. The Pensioners
also mustered in full number yesterday morning, under
the command of Lieutenant-Colonel Forbes, and were

joined by those from Deptford, under Major Ward.
They went through a number of field evolutions in a
satisfactory manner, which terminated in firing several
rounds of musketry to practise a feu de joie.

GRAND TRUNK RAILWAY OF CANADA.

The following letter has appeared in the Toronto
Globe :

Inspector-General's-office, Toronto, May 6, 1856.

Sir,—l have the honour, in reply to your request, to
furnish you with a memorandum of the terms on which,
after much anxious consideration, the Government con-
ceive they would be justified in recommending to Par-
liament the granting of aid to the Grand Trunk Railroad.
You, sir, cannot bo insensible to the many difficulties
which beset this question, or the differences of opinion
which exist, as to the best mode of disposing of them ;
and as the further course of the Government may mate-
rially be influenced by the opinion which you, as the ac-
credited agent of the English proprietary, may entertain
of the practical results to be expected from the outline
of the scheme which I have sketched, I shall be obliged
by your favouring me with your views thereon, which I
may submit to the Governor-General and my colleagues
in the government.—l have the honour to be, sir, your
obedient servant, Wm. CAYLEY.
To the, Hon. William Napier, Toronto.
PROPOSAL FOR RELIEF TO GRAND TRUNK RAILWAY

COMPANY.
1. The company to be empowered to issue preferen
tial bonds, to the amount of 2,000,0001. sterling,
2. The bonds not to be issued until the railway is
finiihed and in operation from St. Thomas to Stratford.
3. The proceeds of the 2,000,000/. to be paid over to
the provincial agents in London, and released on certifi•
cate of Receiver-General on proof of progress of work.
4. The proceeds to be appropriated as follows :—Lon•
don to St. Mary's, Stratford and Sarnia branch, 450,0001.;
Subsidiary lines at Port Hope, Cobouro, and Prescott,
100,000/. ; Victoria•bridge, 800,000/. ; ''St. Thomas and
Riviere du Loup, 525,0001. ; Three Rivers branch,
125,000/. ' • total, 2,000,0001.
5. The St. Mary's and London branch and subsidiary
lines to be completed by Ist September, 1857 ; the Strat-
ford and Sarnia, by Ist September, 1858; the Three
Rivers and Arthabaska, by Ist January, 1859.; the
Victoria-bridge, by Ist January, 1860 ; the St. Thomas
and River du Loup, by Ist January, 1860.
If any portion of the roads above specified, originally
entitled to the guarantee, lie not completed at the date
provided, the company will return to the Government
3,0001. sterling for every mile remaining unfinished,
credit being given to-the company for so"much in pay-
meet of the provincial guarantee.

ROYAL POLYTECHNIC INSTITUTION.—A. very large
meeting of mechanics and their friends took place last
evening in the theatre of the institution, for the pur-
pose of awarding prizes to working men who had re-
turned the best answers to questions on the Monday
evening course of lectures. The. Rev. Dr. Booth at-
tended from the Society of Arts to explain the objects
of the proposed examination. An address was delivered
by Mr. Buckmaster on the professional education of
mechanics and artisans. The manager, Mr. Pepper,
gave a watch of the value of five guineas to a working
man of the name of John Pride, a gasfitter, for the
excellent examination he had passed in chemistry.

PABLIA
HOUSEI . 4
' ''; V' !' PARTNERSH
it f " Order for Se3ond 1
't*n '46., ii-1., ''',7 + i tion proposed,
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