The Sun.
London, England, 1856-07-31 00:00:00

Yesterday a General Court of the London Life As.sociadi
lion was held, Mr. C. Franks in the chair, when there waif
a numerous attendance of members to take part in the pro 4
ceeding. The principal questions brought forward was be;
relation to the proposed division of 230,0001., part of the,
capital of the society, and as the discussion on this topics
it was thought would occupy the chief attention, it wash
agreed to give it ,consideration before the ordinary busies
ness. With the view of rendering the question intelligible
it may be-stated that at a special General Court on the
27th of February last, the following resolution was passed
by a majority, although strongly opposed by the directors :
" That the clauses 92, 93, and 91 of the deed of settlement,
and also the order of the General Court passed on the 3d of
April, 1344, substituting new and amended clauses in Hera
thereof, be varied to the following effect—viz., that the sum
of 230,0001. be divided among the several assurers who were
members of the society on the 31st day of December last,
in proportion to the amount of premiums paid by them
respectively, and be paid to them at their option, either
by way of bonus in addition to their policies, or in rodeo.
don of their premiums, or in cash."
Yesterday the directors presented the annex erl report,
and it was upon the question of the illegality of the pro.
posed arrangement that the debate arose.
" Although the Court of Directors were unanimouslyo'
opinion that the resolution was illegal, yet they cleenaed it
their duty, in deference to the large number of members
who had voted for it, to take the opinion of three eminent
counsel on the subject. The whole facts of the cage were
laid before the Solicitor-General, Mr. Roundell Palmer,
and Mr. Dickinson. By the deed of settlement, the
Solicitor-General for the time being is specially named
as one of the counsel who are to decide disputes re.
specting the deed itself, or matter relating to the
management or concerns of the society. The opinion
of these counsel was received early in April last,
and the whole case and opinion were printed and for-
warded at the time to every member of the association.
That opinion, which is short, emphatic, and without re-
servation, hesitation, or doubt of any kind, is, that the
resolution of the 27th of February last is not within the
powers conferred on the General Court by the deed of
settlement. Late on Friday last the directors received a
case in manuscript, and an opinion thereon, by Sir Fitz-
roy Kelly, Mr. Pelt, and Mr. Waley, differing from the
opinion given by the counsel who had been consulted by
the directors. Assuming that this second opinion had
been as confidently expressed as the first, it seems to the
Court of Directors that the General Court should not hesi-
tate as to the course which they ought to adopt. Three
eminent counsel declaring the proposed resolution illegal,
and the same number of eminent counsel expressing a con.
trary opinion, it would follow that, at all events, the le-
gality of the proposed low is doubtful, and therefore it
would be the height of imprudence for the General Court
(legislating for thousands of unrepresented members,
any one of whom may dispute the point in the Court
of Chancery) to attempt to carry out the resolution. The
Court of Directors and the solicitors of the association are
still clearly of opinion that the resolution is illegal. The
directors also are unanimously of opinion that, were the
resolution legal, and were it to be carried out, it would
completely paralyse the operations of the society, shake the
unfidence of the public in its good faith and stability, and
thus greatly diminish, if not entirely destroy, its large
and increasing business. The directors have received
numerous letters from members of the society, protesting
against the resolution as illegal, and also several notices
that if the directors attempt to carry it out, bills in
equity will be filed to restrain them from so doing.
In making this report the directors have assutSed that
the statements in the case submitted to Sir F. Kelly, Mr.
Refit, and Mr. ,Wiley are correct ; but the directors are
prepared, should it become necessary, to point out to
the members, that the whole of the case is based on a
misunderstanding of the history and rules of the society.
The directors, therefore, urgently call oa the meu,bers of
the society to support them in opposing a resolution which
the Court unanimously believe will greatly injure, if not
ruin, the society."
The question of order having been settled, after some
delay,
Mr. CORRIE rose and moved that the resolution for the
division should not be confirmed. He said the question
raised was one of great importance, not only to the mem-
bers who were present, hut to all who were interested
in the affairs of the society, and he hoped deep considera-
tion would be given to a proposal involving such momentous
consequences. If the suggestion were agreed to, it would
create a want of confidence among all classes of policy-
holders, and, instead of increasing their business, it would
tend, he feared, in a contrary direction. ("Hear, hear,"
and cries of "No !") Fe was satisfied it would not create
a beneficial influence, and instead of the public having full
reliance in the company, it might produce apprehension.
The facts of the case as presented to counsel, although they
might have been placed in a different form, were in reality
the same, and the directors, in pursuing the course they
had adopted, only wished to follow the dictates of prudence.
("No, no," " Lear, hear.") The result, if they persisted,
would be, that the appropliation of 230,0001. would com-
pel the directors to reduce the abatement on premium from
70 to 60 per cent., and thus interfere with the future pros-
pects of the society. The consequences in other respects
would be damaging, and besides paralysing business, an
appeal to Chancery, it was stated, would be made, which
might produce protracted litigation. (Cries of? " No,
no !") If the clauses of the deed and the order of the
Court of 1844 could be interfered with in this manner,
what was to prevent parties dividing the whole of the ac-
cumulated profits ? A motion of that sort might be carried
on a subsequent occasion if the present arrangement were
acceded to. As it was a very hazardous proceeding he
trusted the resolution would not be confirmed. (Dissent,
mingled with cheers.)
Mr. COSTEKER seconded the non-confirmation of the re-
solution. Having been insured 23 years, and having, since
he became a director, regarded himself as a trustee for
very important interests, he could not but view the propo-
sal as one prejudicial to the society. It was understood
that all parties insuring, after paying seven annual pre-
miums, were admitted to the position of full partners ;
but since this arrangement would create difficulties, and
probably lead to Chancery proceedings, he was bound in
justice to himself and the general interests of tho society
to oppose it. (" Hear, hear," " and No, no !")
Mr. BAXTER moved an amendment, that the resolution
of the 27th of February last be confirmed. He called
upon the meeting to disregard the threats with respect to
Chancery, or the apprehension attempted to be created as
to the prejudicial influence of the division of this money
upon the business of the society. (Hear.) The amount
proposed to be dealt with would not interfere with the
prosperity of the institution, and the question of legal pro-
ceedings was not likely to be raised. The opinion of counsel
in their favour showed that the proceedings of the directors
had not been altogether regular, and that the members
could call upon them to carry out this division. (Cheers.)
What they asked the Court to do was this—and on
equitable grounds they were bound to comply with the re-
quest—having for years charged premiums in excess of the
amount that was necessary, finding at the end of a period
a large surplus, to return it in the Came proportion to those
who had furnished it. (Applause). The directors them-
selves admitted the surplus, but they proposed another
plan by which they would arrange the business, which was
in connection with an abatement of premium. But
what would the result of this be ? Why, that those mem-
bers who were admitted after the date named, if they had
only just entered, would participate in the benefits de-
rived from the accumulated fund. (Hear, hear.) In fact,
it would be giving least to those who ought to take most,
and giving most to those who ought to take least.
With regard to the alleged breach of contract which
it was said would take place, there was nothing in
the announcements which had issued from the society to
justify the assertion. No pledge was held out to per-
sons insuring except that they should participate in
the reduction of premium which their seven years' pay-
manta would produce. He was sorry that the directors,
after ascertaining the strong feeling of the members, should
have opposed the resolution, and he might almost say per.
tinaciously resisted the wishes of a large majority. (Hear,
hear.) As, however, the members had the power to make
the division, he hoped they would assert their right, and
there was no fear of the question being carried out of that
court to any legal tribunal. (Cheers.)
Mr. CORRIE having seconded the amendment,
A lengthened discussion ensued, Mr. ROGERS, Professor
KEY, and others supporting the views of Mr. Baxter and
his friends ; and Mr. Young and another proprietor advo-
cating the policy of the directors. Much confusion, how-
ever, prevail?d,and there were constant cries of " Ques-
tion !" and ' Divide .
A. PROPRIETOR.—I suppose, if the amendment be car-
ried, the directors will, after such an expression of opinion,
deal with the resolution as desired.
A VOICE.—They must. (Hear, hear.)
The CHAIRMAN said, the directors considered the reso-
lution was so opposed to the interests of the society that
the question could not be decided by a show of hands.
It would, no doubt, be taken to the ballot.
Another PROPRIETOR asked if, after the distribution of
this 230,0001., any further surplus remained as a reserve?
The CHAIRMAN said he could only use the word sup-
posed surplus—for that was what it in reality was—a
surplus arising from supposed duration of life. He could
not, therefore, answer the question except by stating that
any such surplus. depended upon the future payment of
the members' premiums.
Several Proprietors here tried to address the Court, but
were prevented by repeated cries of " Divide, divirl to
The CHAIRMAN.—If you are quite resolved not listen
further addresses it will be best to divide.
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business was . gone into, and, on the
fixed by the Chairman. to take place on the I3th of August.
A requisitioudor a ballot was then
The ordinary
proposed re-election of throe directors, Mr. Baxter and hie
party sought to obtain a pledge from them that they would
carryout the resolution if it were confirmed by the ballot.
Two of the gentlemen refused, stating that they should
wish to exercise an independent judgment, and the discus-
sion which followed was again of a stormy character.
Eventually, the Cheirman intimated that, as far as he was
concerned, he should feel inclined to give effect to the re-
solution, if the ballot were decided iu its favour, and he .
had no doubt the directors would do likewise.

The three retiring :Erectors, Mr. M. Clark, Mr. G.
licdgkinson, and Mr. W. Francis were then re-elected
and after mutual explanations the proceedings wore ad-
journed.

REPRMSTATION OF GLAIEORCIANSHIRE.—The Libe-
rals of Glanorgaushire, having added no fewer than
2,500 voters to the register during the last few years,
conceive that they are strong enough to return at least
one candidate for the county, and it has been deter-
mined to contest the county whenever an election shall
take place. Mr. H. H. Vivian, M.P. for Truro, is to b
the candidate ; and as Sir George Tyler is going to
retire, Mr. N. V. Edwards, of Bheola, is to be brought
forward on the Conservative side.