The Sun.
London, England, 1856-02-02 00:00:00

THE GUARDS' MEMORIAL.

" ViscountGoDEßlCl-1 asked the Under Secretary
of State for War whether• the attention of the Secretary
for War bad been directed to a memorial lately ad-
dressed by the colonels of the respective regiments of
Foot Guards to her Majesty the Queen ; and
whether it was the intention of the Government, in
consequence of the representations of that memorial, to
make any alteration in the warrant regulating promo-
tion and retirement in the army, dated the 6th day of
October, 1854.
Mr. F. PEEL said the memorial had received the
best attention of the Secretary of State, and he was able
to say that there was no prospect of any alteration being
made in the warrant of last year in consequence of that
memorial.

COLONEL TURR.
Mr. DUNCOMBE asked the First Lord of the Trea-
sury whether it was the intention of her Majesty's Go-
vernment to introduce, during the present session, any
bill for the alteration or amendnient of the laws affect-
ing aliens? (Hear.) And, secondly, whether it was true
that the liberation of Colonel Turr by the Austrian Go-
vernment was correct, and that he was at liberty to return
to his employment under the Crown of England? (Hear.)
At the same time, probably, the noble lord would have
the kindness to state what were the steps taken by her
Majesty's Government with reference to this arrest,
which he looked upon a* a gross violation of the interna-
tional law of Turkey, and an insult to this country, as
regarded the Crown of England. (Cries of " Order.")
The noble lord would give great satisfaction to the
people of this country it be would state what had really
occurred with reference to Colonel Turr. (Hear, hear.)
Mr. ROEBUCK—Perhaps, sir, before the noble lord
answers the question, I might be allowed to suggest an
observation on it. (Cries of " Order.") I think I ant
in order.
Mr. DUNCOMBE—Probably the hon. member would
wait until he has heard the answer to my question.
Lord PALMERSTON said that with regard to the
first question he had to state that her Majesty's Go-
vernment had no intention to propose any law with
regard to aliens this session. With regard to Col. Tarr,
he had the satisfaction of stating that the result of the
communications that had passed between r,England and
Austria had been that the Austrian Government had de-
clared alio was now ready to deliver Col. Tarr up to any
authorities her Majesty might authorise to re-
ceive him. As t•O the communications that had passed
between the two rioyernments, the house, he felt cer-
tain, would be of opin7on that, as the matter was now
' satisfactorily at an end by the liberation of Col. Turr,
no object could be gained in going into it. (Hear,
hear.) The question was cot altogether so simple
a one as his hon. friend appeared to imagine, but on the
contrary very complicated from a variety of con-
flicting circumstances. All he could say was that whilst
Austria on the one hand contended for the assertion
of rights she deemed she was entitled to demand,
on the other hand 'she evinced some disposition
to meet the wishes of her Majesty's Goverment consistent
with those rights she deemed it right to maintain. Col.
Turr was tried by a -nilitary tribunal for desertion from
the Austrian army, and convicted of that offence,
which transaction Colonel Turr had never denied.
That conviction was well known, and the Austrian
Government, in deference to the wishes of her Ma-
jesty's iGovernmevt, ordered h's immediate discharge
in the manner in witich he had stated.
Mr. ROEBUCK said the emendation he wished to
make to the question of the hon. member for Finsbury
with respect to the liberation of Colonel Tarr, was
to ask whether that gentleman had been disoharged
without any indignity being cast on him in consequence
of his arrest, because he had heard front the public
papers that'such was not the case. (Hear.)
Lord PALMERSTON reaid that, so far as he was
aware, nothing further had occurred than Col. Turr's
simple liberation.
THE TCTRICIS-13 LOAN.
Mr. DISRAELI gave notice that on Monday next
he would move for a statement of the several sums trans-
mitted by the Bank of England to the Sublime Porte,
on aceount of the loan of 5,000,000/. guaranteed by the
governments of France and England, and also a state-
ment of the date of each remittance .made by the Bank
of England.

THE FALL OF ICAVS.
Mr. WHITESIDE gave notice that on an early day
he would call the attention of the house to the circum-
stances connected with the fall of Bare. .(Hear.)
VIE MERCHANT SHIPPING ACTS.
Mr. LOWE gave notice that on Monday next he
would move that the acts relating to merchant shipping
should be read, and that the house should resolve itself
into a committee on the same.
JUVENILE REFORMATORIES.
The question having been put that the Louse at its rising
should adjon.fn until Mondayinext,
Sir J. PAKINGTON rose, pursuant to notice, to ask the
Secretary of State for the Home Department R.bat were the
intentions of her Majesty's Government with reopect to the
future support and regulation of juvenile reformatories ?
He would not detain the house at any length upon that occa-
sion, when he was aware that be could not address them ex-
cept by an abuse of the forms of the house—(hear, hear)--
although that abuse was one to which the house itself had
repeatedly given its E auction. His object was to Ascertain
what were the intentions of her Majesty's Government upon
a subject which was at present exciting very considerable
interest in the country, and which, in his opinion, required
tho Home
the careful attention and the decided action of the
right honourable gentleman at the head of
Office. He though ofthat the (house and the country
were hardly aware the magnitude which that ques-
tion had assumed within a very shor g
when he stated thatt period of time. He
believed he was not at all exaggeratin
upwards of 30 counties had already either established re-
formatory institutions, or were engaged in doing so. But lie
believed-he was also right in saying that hardly any two of

those counties acted in the matter exactly with the same ob-
jects or exactly ou the same principle. Some of them had
raised the necessary sums of money to build very large esta-
blishments, while others- had appropriated mere cottages for
the reception of juvenile offenders. Again, some of them had
resolved ou subscribing considerable sums annually for the
maintenance of those establishments, while others had made
no such provision for the future. . It appeared that iu some
counties a strong opinion prevailed, in which he confessed
that he shared, that the support of those institutions ought
not to be left to the efforts of private charity. (Hear.) He
wished further to remind the house, that while those establish-

meats were springing up iu every direction, they were
springing up without any regulation having been laid down
for their government ; and he doubted whether the public
were aware of the very large powers which the act passed
two years ago had conferred on all the courts of this country
. .

—not only on the principal courts—not only on the courts
of assize and the courts of quarter sessions, but on every
court of petty session—on every court in which two justices
sat. These latter courts, as well as the superior courts, had
the power, without the intervention of a jury, of confining
those juvenile criminals for a period of five years; and that
largo power was given without any.regulation having been
laid down by the Government or by Parliament for the pur-
pose of providing that due care should be taken of those
youthful criminals during the time of their confinement.

They were left to the discretion, or the want of discretion,
as the case might be, of men who were animated, he ad-
mitted, by the most admirable motives, but many of whom
were enthusiasts, who could hardly be trusted with the duty
of carrying out such a system. Then, again, he was not
aware that the scanty security taken by Parliament for the
proper management of those establishments in requiring a
certificate
in their favour from a prison inspector—he was
not aware that that scanty security was enforced by the Go-
vernment in a manner that could ensure its full operation.
He
believed the inspector might recall within a certain time
the certificate he may have given. But he wished to know
whether the Government had called for any reports with re-
spect to those establishments. In his opinion it was not
only desirable that such reports should be obtained by the
Government, but they ought even, he thought, in conse-
quence of the magnitude which the question had assumed,
to be laid before Parliament. The Government at present al-
lowed ss. a week for each boy confined in these establish-
ments ; but it was notorious that that sum was insufficient to
defray the expenses actually incurred, and it was generally un-
derstood in the counties anxious for the establishment of juve-
i nile reformatories, that a sum of 2001. or 300/. a year should
be raised by charitable contributions for their maintenance, in
addition to the sum obtained from the state. Now he wished
to remind the house and the Government that the existence
of those establishments involved two most important social
questions. It involved the administration of the criminal law,
and it involved the care and the training of thousands of
young criminals scattered all over the country, and that being
the case, it appeared to him that the matter ought not to be
left in its present state, but that the Government were bound
to extend to it their care and supervision. He thought it
was most desirable that the house and the country should
know at once whether her Majesty's Ministers intended to
propose any further legislation upon that subject during the
present session. He believed that legislation with respect to
it was necessary, and he wished to know whetherthe Govern-
ment coincided with him in that belief, and, if so, how far
they were disposed to carry it into operation ? (Hear, hear.)
Sir G. GREY said that the question to which the right
hon. gentleman had directed the attention of the house and
of the Government appeared to him to be one of undoubted
importance. But before the house committed itself to the
opinion that the present law upon the subject ought to be
altered, and before the Government could pledge themselves
to propose any such alteration, they should bear in mind what
had already passed upon the matter. Only two years ago the
act had been passed, chiefly through the exertions of the hon.
member for Staffordshire (Mr, Adderley), by which the pre-
sent system of dealing with juvenile offenders had been esta-
blished, and established avowedly as an experiment. It was
then thought desirable that establishments should be created
in which juvenile offenders who had gone through a certain
amount of penal servitude, should undergs a training having
for its object to redeem iem as far as possible from those
habits of vice and crime in which their previous lives had been
passed. By the act which was passed two years ago, and
which recognised the exertions of private benevolence, it was
provided that if a prison inspector should report that any
building was properly arranged as a juvenile reformatory, a
certain sum should be paid by the state for the mainteua ce
of the children confined in it. The right hon. gentleman
wished to know what was the practical working of
the interference of the prison inspectors in that case.
In reply to that question, he believed that a detailed re-
port was made by the inspector, stating the grounds upon
which he considered that the particular reformatory school
was entitled to Government support, and there had been in-
stances in which upon the Deport of the inspector the certifi-
cate had been withheld.
Sir J. PAKINGTON wished to know whether any steps
would be adopted to prevent the increase of such schools
until the general principle upon which they were to be con-
ducted should be settled.
Sir G. GREY observed in reply, that although many such
schools were now in 'the course of being established, and
various meetings had been held throughout the country in
promotion of the reformatory movement, it must be borne
in mind that the existing act of Parliament provided for the
revocation of the certificate in case they should not be con-
ducted in a satisfactory manner, or in one that was not
conducive to the end intended to be attained. It was
clear that there must be a periodical inspection and periodical
reports from the Inspectors as to the condition in which
those schools were. He agreed with the right hon. gentle-
man opposite that those reports ought to be laid before Par-
liament, and would give directions that they should be sub-
mitted to the house as early as possible ; but Parliament
having decided two years ago that this experiment should be
tried through the agency of gentlemen actuated by the most
benevolent intentions, who had expended a great deal of
money with the object of reforming offenders, considering
that their efforts had hitherto been attendedwith success, and
that they had been instrumental in reclaiming a great many
young criminals—not, perhaps, as great a number as that
stated by the right hon. gentleman; but which would probably
be as great by this time next year—considering also that 25
reformatory schools in Great Britain had been certified under
the provisions of the 17th and 18th Vic., sec. 36, in addition
to those certified under another act of the same session, he
must say it appeared to him that it would be extremely in-
consistent to interfere with an act that was working upon
the whole most beneficially, until some further experience ,
had been obtained of the effect of its operation. The right
hon. gentleman had remarked that some of those schools
were very large, while others were small in an equal degree.
Undoubtedly such was the case, but as an experiment it was
desirable it should be tried in different schools. The object
of the inspectors in making an increase was to ascertain
whether the rules of such institutions were such as to justify
them in the hope that they might be made instrumental in
carrying into effect the object which Parliament had in view
in passing that particular act. He did not believe that the
right hOn. gentleman was correct in stating that some of the
schools which had been certified were mere cottages, be-
cause the employment of such buildings would be inconsistent
with the safe detention of the young persons sent to
such establishments. In., connection with this subject he
noticed that there had been a petition presented that night
by the hon. member for Somersetshire, praying that power
might be given to county magistrates to unite for the pur-
pose of establishing reformatory schools, to be supported
out of the rates. In his (Sir G. Grey's) opinion such schools,
if established, would fail. He did not mean to say that the
treatment of children at reformatory schools should be stectly
penal; but they must come within the penal enactments of
the country, and the Government must frame the regulations
under which they were to be conducted. But such a system
as that prayed for by that petition would take the manage-
ment of all reformatory establishments out of the hands of
those benevolent individuals to whom he had before referred,
and would, thenfore, hardly meet the views of the right hon.
baronet opposite. Then again he was by no means satisfied
that a permissive power to establish and support such institu-
tions out of the county rates would be generally exercised. If
the right hon. baronet put the question to him, he should say
that under such a system, it must be compulsory upon coun-
ties and boroughs to support those institutions as theydid pri-
sons and lunatic asylums. What bad been the result of past
efforts in that direction ? Two years ago certain gentlemen
connected with the county of Middlesex obtained au act for
the purpose of establishing a reformatory ; and although the
powers of that act were not permissive but compulsory, uo
satisfactory steps had yet been taken for its establishment.
They were bound by law to establish it within a given time,
and a committee of the magistracy had taken measures for its
formation ; but though a year and a half had 'elapsed since
the act had passed, nothing practical had as yet been done in
the matter, while in other counties where no such power
existed, suck institutions were much more available. He
wished, however, to guard himself from saying that, after
the experiment had received a fair trial, the question should
be precluded from receiving the earnest consideration of
Parliament. He had been asked whether the Government
were willing to alter the mode of passing sentence, the act
at present prescribing the insertion of the name of a parti-
cular reformatory establishment to which the boy should
be sent. It would be very objectionable, indeed, if there
were an unlimited jurisdiction vested in the magistrate, and
he were to have the power of ordering a boy convicted in
Cornwall to be placed in a reformatory school in Durham.
There must be some limit as to the place ; and if, under the
present state of the law, the system should become general,
he did not anticipate that any inconvenience would arise,
inasmuch as a magistrate of Devon would naturally send a
boy convicted before him to the Devon reformatory, or if
any difficulty arose in consequence of overcrowding, the Se-
cretary of State had always power to remove the children to
such places as he deemed most desirable. He was not pre-
pared to say) bat no alteration whatever would be made in
the law ; but there would be very great objection to repeal
altogether the existing qualifications in the act with reference
to sending boys to reformatory schools in the county in which
they had beef convicted.
Mr. MIALL—When you come to consider the question of
juvenile reformatory establishments, you find that you have
a great number of children to deal with compared with the
number of establishments of that description. Only ee
n.
crtain
isolated cases can be taken in and that only where. suehtti ng
stitutions exist. There was again great difilcultyhmge
esta_
proper persons to take the superintendeuceenof tes
blishments. He hoped the noble bdronewt
new
d rendered remeernmedobothireloree
that this act would bo meet beneficial,
necessary from the fact of transportantraeheatvoiaignflbeneenn
away with. It was of the utmostn !rap.
By these means they
d the gulf of sin. Look at minds of young thildren by triad the'
under the sanction of the
would raise many children
toifon. sending
The
Redhill. That institution was
Government, for the Govecoinurmiectuetd
wa
to s itnhattheinhsatbitixt
children who had been
county of Somerset bad solicited subscriptions for three yeaik
in the hope that in that time Government would take the
matter into their own hands.
Sir S. NORTHCOTE said.that, in connection with this sub-
ject, he believed the right hon. gentleman who had just
poke, was aware that during the last fortnight a case had
occurred which showed the necessity of some alteration
in the present case. A hey was committed in Dorset-
shire to the Devon Juvenile Reformatory School, after
an imprisonment of 14 days. The school authorities commu-
nicated with the magistrates that hey had no room, steps
It
were taken to put him in some of r school, but it was said
that he could not be placed in any ther school until he had
been admitted into the Devon School to which he had been
committed.
Lord R. GROSVENOR—The Secretary for the Homo De-
partment had alluded to the bill brought forward by himself
for the establishment of these schools. His right hon. friend
was mistaken in thinking that no steps had boon taken to
carry out its object. Nothing but the difficulty experienced
in obtaining a site had prevented its being in a very favour-
able state of forwardness.
Sir W. JOLLIFFE said there seemed an anomaly in the
prison law, that magistrates should sentence children to any
school, and that school refuse to receive them.
Mr. R. M. MILNES said that if six years ago this bill bad
been carried, many thousand would have been saved from a
criminal life.
Mr. ADDERLEY regretted that such an important sub-
nt.
ject as this should have been brought forward atrhe"wa
The act had been most successful in its operatio thanet s
sure no act had been of greater advantage to he
Ty.
Since that act 25 reformatory schools had been established in
this kingdom. There was nothing for the Parliament. to do
'pat to lucre= the grant they ;aye for this object. lie hoped

that whatever might be the best plan for the amelioration of
the law, the right hon. gentleman the Secretary of State foe
the Home Department would take the matter into his serious
consideration, and would not bring forward the bill until it
had been fully deliberated on.
Lord R. CECIL, before the closing of that discussion,
wished to call the attention of the Secretary of State to what
appeared to him another anomaly in the law. He referred to
the sending of boys to prison before sending them to these
schools, the object of theschools being to prevent young chil-
dren being sent to common prisons.
Sir G. GREY did not think their should enter into the ques-
tions which had been asked.
THE ADDRESS.
On bringing up the report on the Address,
Sir J. PAKINGTON said he did not wish to raise any ob-
jection, or to revive last night's discussion on the Address,
for he must say for himself that he most fully concurred in
the Address. His object now was to make some remarks to •
the house upon one of the pass tees in the Speech from the
Throne. He desired to refer the house to that part of her
Majesty's Speech where she said that " There are many sub-
jects connected with internal improrement which I recom-
mend to your attentive consideration." He could not quite
understand why her Majesty's Ministersshould not consider
the question of peace and war as of such importance as would
justify their passing over those questions of domestic interest.
But as the Government had advised her Majesty to refer
to those questions of internal improvement, he did not un-
derstand why they had omitted altogether any reference to
the subject which, in his opinion, was of the greatest im-
portance of all the questions of the present day. Be re-
ferred to the question of national education. When he ven-
tured to submit to this house the question of this great mea-
sure of education—and he expressed a very strong opinion
that the present state of education in this country was not
satisfactory, and that he thought it was time when a great
grant for Government education shoultibe put under the ma-
nagement and superintendence of a Minister appointed for
the office—he pressed this matter very strongly on the at-
tention of the Government, and wished to call the attention
of the noble lord at the head of the Go ernment to the lan-
guage which was used. by the noble lord the member for
London, who was then a Minister of the Government, and
who was, therefore, speaking for the Government. The noble
lord, after stating his rea•orts for constituting a council of
education, said that circumstantes had much changed, and
he thought that it would be for the good of the public ser-
vice that education should have a representative in that house
who might be a privy councillor. As to the steps necessary
for carrying out this object, the subject should have the
earliest attention of the Government. Now I considered this
language of the noble lord as being the expression of the
views of the Governmeut, and he heard it with very great
pleasure. He hoped the Government would feel itself bound
by that which the noble toed had spoken. He thought the
appointment of a regular department, presided over by a
minister, a member of this house, who might be responsible
to this house, was one of the most important points in con-
nection with the great question of education ; and he must
say that he felt much disappointment that measures of borne
policy had been mentioned, and this one passed over without
notice. He would be well pleased to operate with the noble
lord as far as their views were alike; but he had yesterday
given notice that in the month of March he should move only
a resolution, but he thought that no motion of the noble lord's
would educate the people. They migh resolve as much and as
often as they liked, but let him tell the house that what they
wanted, what the country wanted, was an increase of means
for this object. But this grant must be under a responsible
minister, a member of this house, He felt called upon to
express his hope that the Government would not recede from
the intention they hod expressed last year.
Sir G. GREY could assure the right hon. gentleman that
the omission of the subject in the speech from the Throne
did not arise from her Majesty's Government undervaluing
the subject. It was not for her Majesty's Government to put
anything in the speech unless they were prepared witu mea-
sures relating to it. As the Government had no such great
measures to propose, it would not be well to raise anticipa-
tions which would only be disappointed. With reference to
what had been said as to the superintendence of the distri-
bution of the funds, he thought that and many other matters
of a like nature should be under the control of a minister who
could give all information to the house with respect to those
matters.
THE QUESTION OF PRUSSIAN NEUTRALITY.
Mr. BENTINCK rose to call the attention of the house to
some observations of the hon. and learned gentleman the
member for Sheffield (M. Roebuck) on the previous even-
ing. He admitted that the eloquence and talent of the
hon. End learned gentleman carried great weight throughout
the country, and he (Mr. Bentinck) had desired that a much
more powerful voice than his had been raised to denounce
some of the sentiments uttered by the hon. and learned gen-
tleman. He did not think such opinions as those expressed
by the hon. and learned gentleman ought to be permitted to
go forth with the passive consent of the House of C mmons.
The hon. and learned gentleman, in a speech more remarkable
for its ability than its suavity, was understood to say that our
going to war with Russia was influenced by other and more
selfish motives than the preservation of Turkeyor the mainte-
nance of the balance of power in Europe, and that, in his opi-
nion, this country was unable to cope with ftnssia without the
assistance of our gallant ally the Emperor of France.
Mr. ROEBUCK—I said exactly the opposite.
Mr. BENTINCK said he further understood the hon. and
learned gentleman to express his epsilon that, in the event
of peace being concluded on the terms of the negotiations,
which had been made public, that the results would be that
in a certain cumber of years Rusaia would be in possession
of Constantinople, and our Indian possessions would be en-
dangered. He (Mr. Bentinek) must at once express his de-
cided dissent from these views, and most especially from the
latter opinions. (Hear, hear.) He was prepared to pay the
fullest tribute of praise to our gallant ally, during the present
war, and be referred with pride to those glorious successes
which had attended their combined exertions. But he was
disposed to think it was not altogether to those glorious suc-
cesses the present prospect of peace was to be attributed, and
be further contended that England unaided by any other
Power was able to crush Russia. He had had occasion,
during the recess, to address his constituents, and he then
stated that the vulnerable part of Russia was her foreign
commerce, and yet that no attack had been made to put' a
stop to the resources of Russia •in that direction. He con-
tended that the only way to make Russia feel the blow was to
enforce the right of search, and take immediate and decisive
steps to put an end to that neutrality which had been so
profitably turned into account by Prussia during the war.
That speech had found its way into tte newspapers, and since
then he had received a variety of communications, from mer-
cantile and other quarters, in which the writers took the same
views he did, and enforced their adoption by very strong
arguments. He might especially allude to an article which
appeared in a morning organ which was supposed to express
the opinions of the noble lord at the head of the Government,
and to which consequently official importance might be at-
tached- The hon. and gallant gentleman then read an ex-
tract from a morning paper of the 9th of January in the pre-
sent year. The passage referred to was as follows :—" Rus-
sia is essentially an agricultural country ; her exports con-
sist mainly of raw material supplied to manufacturing na-
tions, and her imports largely of articles of luxury. Her ex-
port trade, judging from the quotations of her produce in the
markets of Memel, Konigsberg, and other places, and from
the extraordinary activity exhibited in the yards of the
Prussian shipbuilders, we suspect has not been mate-
rially checked ; and even if the imports have suffered in
larger degree, their nature is not such that the want of them
will produce ruin, although it may, and probably does, create
discontent. An agricultural country is not so capable for ac-
tive aggression as a commercial one, but it possesses greater
ability to maintain dogged resistance. We do not, therefore,
look so much to commercial prostration or monetary pressure
for the means of bringing Russia to reason as to downright
military and naval attack, threatening her territories with
ravage, and her splendid cities, her fil() harbours, and her
strong places, with destruction. It is fear of military,
not commercial, results which will bring Russia to assent
to terms that will satisfy the Allied Powers, and secure
Europe from a revival of aggression. We may thank au
energetic and sagacious Administration that we enter upon
the new year with our hands full of every means that can be
devised to carry the next campaign to a triumphant issue."
The remarks of this journal bad much more weight attached
to them than those of any other London paper; and it was
worthy of notice that a very ,short time after the leading
article appeared from which be bad read au extract to the
house, those proposals for peace were made, and Russia had
come to a sudden determirration to stop hostilities. He
must declare his belief that the determination of the Govern-
ment to put an effectual stop to Ruesian commerce, and the
support which Prussia had given her in developing her trade,
had much to do with the acceptance by Russia of the basis
of negotiation.
Lord J. RUSSELL said—l rise t 6 correct a piece of mis-
apprehension on the part of the right hon. gentleman the
member for Droitwich. The right hon. gentleman seems to
suppose that I intend to move certain resolutions, and that
should these be adopted and placed upon the books, then no
further proceedings shall be taken ; and the right hon. gen-
tleman having gut that notion into his bead, adds, very
justly, that resolutions will not educate the people of this
country. But if the right hon. gentleman had reverted both
to the ancient precedents of the house, and those of very
recent times, he could not but have seen that resolu-
tions have been very often introduced into this house as pre-
paratory and introductory measures which have afterwards
which might here-
view of introducing a subjeetto Parliament
artl b
been adopted by Parliament. It was rather, then, with a
after be partly controlled by administxtrdo Put
the subject
n The
Pit i the
enactment of Parliament, that I p
by what happened in the
form of resolutions. I am fulaaearan:anbirodniinelpeleapdf
right hon. gentleman introduced of
most able speeen discussion afterwards fol-
lowededucation an a
The right hon
for several nights. member for Oxfords
shire (Mr. Henley) in a most appropriate speech, • '
also
etnio)arliament.cour"
ing outthe objections to the bill, threw so many obstacles In
hon. gentleman's bill it would have occupied every
his way that if we had given up the whole session to. the
right
night, and scarcely then could this house have succeeded in
passing it. If I were to take that course, continuing the
discussion from Wednesday to Wednesday, as opportunity
might afford, I should belittle more likely than the right
hon. gentleman to succeed in legislating on the subject. But
if the house should devote, perhaps, two nights to the, die
cussion of resolutions and were then to say what general
principlei on the subject they would approve of, I think it
would then become the business of the Government to take
care that measures were prepared on the principles which the
house had approved of, and that these measures should pass
with as little delay as possible. I will add that I rejoice at
the statement which has just been made by my right hon.
friend the Secretary for the Home Department. lam very
glad that the Government are to make the Lord President of
the Council, or some member of the Cabinet, or a Privy Cents-
vance the
eillor, the responsible Minister of Education, with a seat in
this house; it is au arrangement calculated' to at
au
who
progress of education, and will give satisfaction,
been made in
I believe that great progress has ahead
concerned themselves with the subject throughtit the coun-
try.yand the new
the country in connection with this subjheetot
arrangement propOsed will tend very much to As I rose throe
work f
work which still remains to be done. (01 •
t on bringiag up the
address the house upon this atilt* to say' in J eannee•
fi) never
re-
port upon the Address, Dual _be allowed
_tig-ed at thea ththee
tion with it, that I was vel7 gni
Y aPPears
groan • to me that
discussion of last evenings s be of-public affair_
however arduous the situation
ma9fang of the House Of COIIIIIIOIIS
was there a time when the f
was more pleasing than at the present time. We must ,„,.t
negotiations, of which her
Majesty has
for the event of the.m, infeemation ; but at the same t.
been pleased to give.t
nopreparation necessary for the armlet we
ought to °— the war until these negotiations effectual
r are terminated.
ean.ying on of
her,
Cons
Let me saY' fart
at
Sebastopol which
at one time wore attended
with so much privation, and at another with so much
glory, but at all times with the highest qualities of human
nature--{cheers)--I do trust that the exertions made in the
capture of that fortress will be noticed by us in some
regular manner, and that we shall hear before long my noble
friendithe First Minister, or some member of the Govern-
ment, giving notice of his intention to move a vote of thanks
on the part of this house in acknondedgment of these exploits.
(Hear, hear.) I need not say more. The house have in their
mind how great and how noble have been those eatertions ;
many of them were splendid, but many °them were performed
in the midst of the dark and snowy nights of winter, and can
have no other reward than such al inigbt corr tb !WWI

THE SU IDI, 'LONDON, SA-T UnDAY EVENIN-G .._
,
• FEBRUARY 2) 185 6.
_...... .
•
h of the country with such noble devotion on ' a caution to us against being led away blindly bY Precedent. i the People, t° whom it belongs, and vest it in the Board of i transact its OWII business with others, and it ls therefore not , of joint interest in him ; the failure of their absolute rights 1 prehensive statesmanship of the right hon. gentleman.
and sympat y
Here is a remarkable instance of a thing %being proscribed Trade, or in some branch of the Government. / leave the , only for its own convenience, but for that of the public, that sets Up relative rights and makes them a sort of quasi corpo- (Hear.)
the part of the army.
mr. ROEBUCK said the hon. gentleman opposite (Mr. which is now generally recognised as haVing Proved verY committee t° imagin.e what would he the result of such ait should combine, so that it may both eue and be sued in one ration ; but in the case of a company not Only the creditors, Mr. WHITESIDE asked whether the bill would extend
Bentmck) had been Pleased to direct his attention to him. beneficial to most communities-viz., the righ. tof association course. The committee say with regard to the operation of single name. (Hear.) It should be held as one single person, l but the shareholders also become a quasi eorporation, and the to all parts of the empire ?
and for that reason we should throw no obstacle in the way bankruptcy principle is doubly urgent and calls doubly for ap- Mr. LOWE replied that it would extend to Ireland.
He (Mr. Roebuck) would remind him of a Scotch proverb, among capitalists ; and this prohibition remained in force till the present law-
which was tO the effect that " his hark is far waur than his the year 1825, when it was first repealed. The Government ‘i That the acts which have already been passed with aof incorporation, as it is for the interest of the public as plication. (Hear, hear.) In the case of companies, with either Mr. CARDWELL said, that knowing the difficulty, the
e The hon. gentleman began by stating that he (Mr. at that date still continued to look 74)17:Jealously on these view of controlling the operations of ens. urance societies have much as for that of the company itself that it should be se, limited or unlimited liability, it is desirable for the general complexity, and the extent of minute detail of the subjeets
bßoiteeb. uck) had said that England of herself was unable to cope companies ; and, although it was then seen that they partook been rather hu.l,-ful than beneficial for the very objects they It is no privilege, but a right to be conceded, a state of mis- good that a credi or should be prevented from the assertion which must have come under the notice of the right hon.
e oofoncoldrpobrininodns,oyet it was only bY hull ian
tview ,
o-thaend w“haht is said of insurance societies is chief to be corrected ; and it is necessary, because such a of his private rights when the whole body of creditors have gentleman, he was desirous to express his groat satisfaction
-With Russia. It seemed to him that the hon., eentleman was very largely of the natur.
too much occupied with his • speech to atteend to his (Mr. very slow degrees that it f nea to regard them qui e s . rue of f n rs-t tat an apparent compliance with company is so numerOus that it would be difficult otherwise an equal interest in recovering from the eompany. Under the that the measure had fallen into such able hands. If
Roebuck's); for he thought it was one of ihe most salient in that light ; for in the first year 0 the reign of her Present the Provisions.° a ac of Parliament, and a certificate of to proceed against it. (Hear.) I now propose to show that circumstances, therefore, I apprehend it would be wise to de- he understood rightly, his right hon. friend would repeal
hat h had said to aver the contrary of that which Majesty it was enacted, not that joint-stock companies should coin lete registration while they have proved entirely in- the fact of a company being established on the principle of prive parties of the power which they now p ssess of suing several Acts of Parliament, most of which had already led
points of w e
the hon. gentleman had attributed tO him. He bad said that be allowed to sue under a corporate name (that was thought effecptual for their professed objects, and no real security to limited liability does not strengthen the case in favour of individual members of the corporation, but in order to com- to very great inconvenience and difficulty, both in the
at ail times, and more especially at this time, was England to be too high a Privilege for bodies which had so lately lain the Public, hav_e a.fibrded facilities, under the sanction of Par- those restraints and safeguards which have hitherto been de. pensate for that we ought to give them a more summary and courts of law and in Commercial transactions, and consoli-
able to cope by herself with Russia ; and in proof of that, he under the ban of the Legislature), but that they should be al- hamentarY authority, embodied in regulations administered manded on behalf of the public. What I said of incorpora_ compulsory remedy against the companies in their corporate date the law in a single act, so ss to give lewyers and com-
had adduced the case of the Great Napoleon, uncle; whose lowed to sue and to be sued in the name of their public officer by a public d.epartment, for tbe formation of companies and tions may be applied to companies with a limited liability. „peaty. It is also proposed that a company should have the mercial men the utmost facility of reference. The Act for
_a most inconvenient and circuitous form of proceeding, and the perpetration of frauds which could not otherwise have It is not a question of privilege ;if anything, it is right, and power of voluntarily winding.up its affairs whenever 3-4ths in the Registration of Joint-Stock Companies was passed at
conquering legions the earth trembled as they trod, and whose
armies extended from Italy to the Neimen-with him even one which showed the absurd and even ridiculousdistrust with beeu accomp 'shed." upon that ground we gave our assent to the act of last ses- number of the seareholders, assembled at any extraordinary a time when much of the experience they now possessed
which these associations were regarded. Then we come to the So It appears that those provisions which, it was believed, sion. The principle is the freedom of contract and the right meeting held for that purpose, and holding not lees than had not been obtained, and it contained many Provisions
we were able to cope single-banded, and conquered him, and
law of 1844-the present Joint-stock companies Act. That I would have worked a certain cure have been the very means of unlimited association-the right of people to make what one-half in the capital of the company, should pass aof superabundant prudence, which really gave no protee-
should it be said that we could not cope with Russia ?
measure was the result of the report of a select committee, by which fraud has been perpetrated. coutracts they please on behalf of themselves, whether those resolution for that purpose. And it is likewise proposed tion against the evils they now sought to remedy, but
The report on the Address was then agreed to. .
_ which appears to have conducted its deliberations in a state " And it has been further contended that it is impossible contracts may appear to the Legislature beneficial or eiot, as that this part of the act shall apply to all joint-stock coin- created a fictitious security in the minds of the Public, by
THE LAW OF PARTNERSHIP AND JOINT-STOCts. of mental Perturbation scarcely less violent than that which to make such regulations consistent with the free develop- long as they do not commit fraud or otherwise act contrary panics, so that there shall be one uniform law with respect to inducing them to trust to Parliament instead of exercising
. COMPANIES. prevailed in the days of George I. For, when I look at their ment of Private enterprise, which, so far as the public is con- to the general policy of the law. It is easy to make any_ such companies, whether formed before or subsequently to thet caution which they alone could effectually use His
Mr LOWE before m • " that the S siker should leave report, I end the headiugs of the different eections of what corned, will not prove more prejudicial by lulling private thing a privilege. If you deny a man the most ordinarY right, this ant- I understand the hon. member for Paisley, who right hon. friend would repeal all the. complicated provi-
One would generally expect to be a very demure and quiet Prudenee and vigilance than beneficial in respect to any in- tt becomes an inestimable privilege. The process is this_it was such a strenuous opponent of the bill of last session, has sions with regard to provisional reelstrati"ne and there
the chair, shOuld reques7:opinion upoPnea matter of order.
ri.ht hon friend ,s?rt4f drituent running thus :-" Form and Destination ef creased security which they can confer." beeins with prohibition, then becomes a privilege and last of expressed a wish to know to what extent the Limited Lia- would be a fichedule to
On the previous day notice was gisren bY his --e- • ene rilinuere' a Circumstances of the Victims," " ImPunitY Ii seems, then, upon, the opinion of very competent witnesses alra right. Till 1825 the law prohibited the iormation of bilities Act has been made available in the commercial world. the ordinary forms according to which comPaniest witimut
that he (Mr. Lowel
the member for Wells (Mr. Hayter), , of the Offenders," and the like ; so that a hurried glance at that these acts, so far from having been a means of prevent_ joint-stock companies. From that time to the present it has lam afraid I should find it difficult to satisfy the hon. gentle- the least expense or fees or any legal expense, could be
i he act in whie% would be contained
Illaould that day introduce two bills-one to amend the the contents might make one really fancy he was reading a ing fraud, have only afforded facilities for its commission, be- been a privilege, but we new
on and novel instead of a dry heavy blue .
-book (A laugh.) This cause fraudulent persons have availed themselves of the sort ri ht S • • • • ••t
o with limited habili • ts were secure.' -
propose to recognise it as a man by any answer I may give him. Suppose I were to say constituted. Those were the most
.valuable provisions
law of partnership, and the other for the ineorperati . .
, g • y, at first it was prohibited. that very few parties have taken the benefit of the act, the of the measure, because the3o two Teem
committee, however, notwithstanding their excitement, evi- of prestige which is gained among ignorant people by a pre- Then came the statute of the first year of yictoria, which reply of the hon. gentleman, no doubt, would immediately first, that any company could he incorporated withotet
regulation ofjoint-stocle companies and other associations
dently examined the matter with great care, and arrived at sumed association with the Goveriernent, and have announced gave the Board of Tr•ade power to relax the law in certain be--" Yes, so I prophesied • your wretched principle has expense ; and, secondly,• that if anY eomPenY ,adePte't
a conclusion to which I invite the attention of the home, be- companies as " established by act of Parliament," or as "pro- cases ; and, lastly, the act of last session extended the privi- broken down." If, on the other hand, I were to tell the hon. different rules and reeulations from those in tut' ~aeue,'
By some accident, a portion of the notice had fallen out, sO
that the bin for the amendment of the law of Partnership was cause it illustrates the animus and the Principles on which the visionally regiStered," and have thus given them a colour of lege, but still imposes restrictions. Having thus gone through gentleman that a great many parties have availed themselves dale under the act Atention would be attractea and
0 . t. although the words " Law of P art- aet that lam about to discuss was founded. The decision of respectability. It therefore appears to me that when the Go- the first and second stages-prohibition and privileee-we of the provisions of the act, he would, no doubt, with equal caution excited in the minds of the public, so as to leau
mated from the no ice,
the committee, although Ido not blame them for coming to vernment attempt, by a system of artificial restraints, to test propose now to take our stand upon the only firm fouilidation earnestness exclaim, ~ Here is the beginning of the end ; here them to inquire whether such variation was relesonable el.
nership" appeared as the title. He wished to know whether
'it at the time when they considered this intricate subject, is the worth of any commercial undertaking, they endeavour to on which the law can be placed-the right of individuals is your splendid scheme ; here is a vast commercial ruin !" not. He understood that his right hon. friend ineorP°-
under such circumstances, it would be competent for him to nevertheless hardly one which this house will now be dis- do whatthey are not able to adcomplish. Indeed they 'WI), to use their own property and make such contracts as they Therefore, sir, I cannot give thehon. gentlemau any sanguine rated the Winding-up Acts, which, though passed for ,a
introduce both bills ? posed to sanction or support. They divided these companies have not the means of effecting such an object. The formal re- please, to associate in whatever form they think 'best, and to hpeas to the operation of that act. But I will state to the most useful purpose, had eiven rise to very extensive liti-
elm, spEAKER said that, as the error was not on the part into threo distinct classes-the first being those which, faulty straints which they devise can be complied with by the honest deal with their neighbours upon such terms as may be satisfac- house what has been done. The number of companies which gation, and so incot poraaa them aa to take awaY the
' .ht hon. gentleman (Mr. Lowe), he would be entitled in their nature, were lased on unsound calculations, and trader, who requires no certificate, and will be evaded by torytoboth parties. Therestrictienshitherto piacedupon trAde have been provisionally registered under the Limited Liabi• causes which had led to litigation, thereby securing to the
of the rig
uld not possibly succeed ; the second those which let their the fraudulent who laughs at such restraints Bat not only ing companies were intended to effect one of two objects, lities Act is 121, ef which three only have failed. The collt• public the benefit of those acts without
.the
.difaculties
to proceed with both bills. It was important that notices °°.
ojects be good or bad, were so in-constituted as to 'render it do these provis'ions prove nugatory : they serv*e as traps to the either to secure the stability of the company or to panics provisionally iegistered before the passing of the act, which had caused them to be regarded with diefavour in
should always be given in writing ; and in the present in- probable that miscarriages or failures incidental to misma- unwary. They give credit to unsound and unsubstantial prevent fraud. Is there anythine in the nature of companies or which had taken steps to be registered, were in number 13, the courts of law. The act passed last session with regard
stance that had been done, nagement would attend them; and the third,those which were concerns, and in a great degree facilitate the very frauds with a limited liability that shoal. make them less stable or of which only one failed, The whole number of companies to limited liability was also to form part of the new scheme
on the motion of Mr. Lows, the &RAKER then left the fraudulent in their object, being started only to create shares wdich they were intended to prevent. Having now described more fraudulent than unlimited companies? I should say which have applied to be registered under the act is not less of legislation. There was no objection pressed against the
chair and the house went into committee, lin FirgßOY in for jobbingPurPoses, or to secure, under the pretence of car- the acts' which we Propose to repeal-for the proposition of the contrary. (Hear, hear.) Fraudulent people will never than 142 ; but the recent commercial crisis has prevented Limited Liability Bill last SesSion which had greater weight
the :hair. rying on legitimate business, an opportunity of raising funds the Government is to repeal both these acts and the Limited form a limited liability comean
Mr. LOWE.-It will be in the recollection of the house to be divided among the adventurers who projected them. Liabilities Act of last session-it may save time. if, before I eourse, is a mere bagatelle, ' y. Their own liability, of many of them from paying up their capital, and many others with the house than that it ought to be stecompanied with
unworthy of their notice. What have been, from other causes, linable yet to carry out their extensive changes and consolidation of all the laws affect-
that in the course of last session a bill was passed through The committee state that, for the third class of companies, the state the details of the measure which I shall ask leave to in- they desire is a large credit, and to obtain that they endea_ objects. Having, sir, now gone through the various provi- ing joint-stock Companies. He congratulated his right hon.
Parliament for the purpose of enabling joint.stock companies remedy is easy ; that the compulsorypublication of thenames troduce, I explain as briefly as I can the principles upon which your to get as many persons as possible pledged to the utmost skins of the bin, I would observe that, if any hon. gentleman friend that that objection would now be removed, and
to enjoy the principle of limited liability. At the time when of the shareholders and directors would suffice to baffle every we believe that future legislation should be based. We en- extent of their fortunes. at is plain that to such people an thinks that in this measure we have gone too far in leav- that the law with regard to limited liability woald form
that measure was under consideration, it was stated that it ease of fraud that had come under their notice ; that, in fact, tirelY repudiate as the basis of legislation the principle upon unlimited liability is a hundred times more advantageous ing men to their own individual will and wishes, and that we part of a well-considered system of legislation. It would
waa founded on the laws already in existence for the regula- the only class which could not be satisfactorily dealt with which the Present joint-stock companies acts are founded, than a limited liability. A company formed on the principle have done in the way of Government interference too little, be idle to enter, at that moment, upon any conttoverted
tion of joint-stock companies, and it was also iatimated that were those which were faulty in their nature, and based on that it is in the power of the Government to prevent the in- of limited liability
it was not the intention of her Majesty's Government to ask miscalculations, such as 2 and 2 make 5. This aet appears, stitution of fraudulent companies. We do not believe that it prudence and caution. It„hareholders seem to say, ‘‘ we ments that ever .existed in the world, probably, there has he understood, the principle laid - dnwn by his right
carries on tho face of it something like I hope he will remember this-that, among all the Govern- points in the question of limited liability ; but, as
next session for leave to bring in a bill to alter and amend therefore, to have been introdueedin the belief that it was in is in the Power of the Government to supersede the vigilance have entered into a partnership, but it is impossible to tell never been one which erred on the side of giving too much,
nh
the enactments in question. The measure of last session was the Power of the Legislature, by it. enactments, te correct of individuals, who are actuated by the strongest personal in- what may happen
oar
insinacney tohoenuncoomropiaanl ()out oat]
nir aabtltee
rf roife nperl i
vwi
laesg
et ho
ri sr-i-gthhta,t b
nl itmai tme da t
tleirabo
and notiee, and that no injury could be done to any par-
e limited one, and on that account, if on no other, temporary every evil relating to those bodies, except those growing out terests to detect these frauds ; and, although Ido not mean not risk all we poss'
in its nature, The whole question has recently undergone a of flagrant miscalculatioa in figures. Indeed it was then to saY that manC frauds will not -continuo to occur, I believe ever." Such is the nature and coraposition of a company adorned the age, commercial men were so grossly ignorant of sou who had full notice of liability being limited. It was
if
l ictoyn t rwa ac
at
yunmdaeyrtafakiilnwg ewhwaitl-1 fwrheeedneßMactienee,emCmerenrceiell'e, IFnentheloong,loarniodusßio-esiztofif
cLooruisihseXdlaVn.a
thorough review by the Government, and I shall now pro- confidently assented that a certain cure could be effected in that is a necessary incident of a large commercial society, and which is supposed to offer such facilities for fraudulent prac. the true principles of commerce that the French Government notorious that under reoent legislation there had been a
coed to etate the results at which they have arrived. The these matters ; but 1 wish to show the house how ill the Per- that it is an evil which cannot be met or cured byway of an- tices that it ought -to be sabject to restrictions which can be actually prohibited the manufacture of goods except of cer- great growth of dishonest companies, which disgraced
questions we have now to consider are these ;-" first, how formance has kePt Pace with the exPeetstion held out, and ticiPation bY any legal enactment whatever. Ido not think justified onlY ,On the ground that fraud is actually iatended• tain patterns-more especially of textile fabrics ; and those commerce and lessened the respect of the commueity for
shall the principle of limited liability be extended to private how signally the maehinerY, which was supposed so very efli- it is a fair or right principle to embarrass, perhaps a hundred Nor have we more reason to doubt the stability of a limited things which were not made according to the prescribed form the law of this country; and if his right hon. friend sue-
partnerships a_secondly, in what respect may the laws to &lent, has broken down in the hands of these intrusted with honest, sound, bona fide concerns, in the vain and futile ef- than that of an unlimited company. Nobody can tell were nailed to the pate c gallows, That ought to teach us ceeded in amending the whole law of joint-stock companies,
which joint_stock companies are at present amenable be its working. The Joint-Stock ComPanies Act, 7 and 8 Viet, fort to correct the hundred-and-first, which maY be of a con- a priori to which the preference in that respect may belong. how cautious we should be in placing confidence in, or being which had led to such a. result, he would identify his name
amended and improved ? These are two great branches c. 110, however, Passed. It Provides that there shall be a Prie• trarY character. (Hear.) I think that in such a case, with The stabilitY of a company &penes upon two things-cha,- led by, the authofity of any man apart from princiPle ; it
of the same subject, and. that they may be dealt with in a visional registration-that is, that the _Promoters of a com- the view of doing a little good, you would do enormous racter and capital. But the character of a limited company ought to teach us how much those matters which we have (Cheers.)
with a work of which any man might well be, proud.
satisfactory manner, it will be necesssry to introduce two PanY shall register the names of its subscribers, their objects, harm, and you would set up a principle inimical to the well- maY be quite as good as that of an unlimited company, and been in the habit of regarding as sure and certain are the
bills_the one relating to private partnerships, the other to and other matters of that kind, before they are allowed to being of civilised society, for, unless we deal with each its capital may be as large. people confound unlimited with effects only of prejudice, and it ought to make us more an- tribute of approbation both to the principle of the measure
joint.stock comp„ieee I shall endeavour briefly to explain allot the shares, or to do other acts that are specified, and be- other upon some presumption of confidence-unless we infinite, and think that the capital of an unlimited company xious to do honour to the principles on which all human and to the remarkable speech by which it had been intro-
Mr. J. G. PHILT,IMORE wished to add his feeble
the etat„f the „se with regard to these two measures. tween the Periods of Provisionaland comPleteregistmtion they assume that a man is honest until he is proved to be a rogue' is generally large. There could not be a greater mistake, transactions are founded, (Hear, hear.) When the Politi- duced. He attributed all the evils of the present system
The law of private partnerships in England has been very are not permitted to deal in shares or in scrip ; and they -the disruption of human society must necessarily follow. A limited company may have a capital of one or two millions cal economists saY "Latsseefaire," they do not mean to say to judicial legislation ; and, with the greatest respect for
little interfered wite by the Legislature ;it has heretofore are likewise then forbidden to do anythingexcept for a tempo- Fraud and wickedness are net to be presumed in individuals. while an unlimited company may not be worth a thousand ‘, Leave an matters to blind chance ; ict everything go on as the judges, he expressed him opinion that theY stePPed out
been left „ry much as it stands in common law. T e rarY Purpose. Next, they are required to execute a deed con- Why, then, when individuals are united together in society, Pounds. The capitil of the latter is raised with difficulty ; it may." What they mean by laissez faire is that we are of their province when they interfered in those matters
t grievauee complained of is not in the want of limited tainin,g 11 requisites, which are enumerated in the body of the should fraud and wickedness be presumed in thoso societies, that ef the former, owing to the terms of subscription, win not to interfere with human laws where other laws are so which more pecaliarry belonged to Parliament. ilfeatl
liability, strictly so called-not the want of a power in a part- act, and 38 more that are comprised in the schedule which the which, after all, are but an aggregate of individuals, but indi• be larger and the borrowed money less. Hence it follows that much wiser. man, sir with his free will, his caprices, and Resolutions recommending the introductmn or tile ems
ner, k„wn to the creditors, to contract with those creditors registrar is to see inserted in the act. This is to be signed by viduals in the caso of each of whom there is the presumption the limited Will be more stable than the unlimited company. his errors, is as imich under the rule and goveenment of a deem ibed by the right hon gentleman were then agreed to.
that he shall not be liable to them beyond a certain sum ; one-fourth of the shareholders, holding one-fourth ofthe stock, of innocence ?We muet base these laws upon the princiPle bY MY object at Present is not to urge the adopuon of limited natural law as the planet in its orbit, or as water, which The house resumed ; the report of the resolutions was
that is not the ground of grievance as regards private part- after due compliance with which formality the company which human transactions are guided, and the rule uleon which liability. lam arguing in favour of human liberty, that always seeks its level. Those laws, planned with wonderful made and agreed to ; and
nerships, but rather the conyerse of the proposition, namely, is entitled to complete registration. The rest of the men in business everywhere act is that persons are to be people may ha
,„ - Permitted to deal how and with whom they sagacity, have the power of correcting and of compensating Mr. LOWE introduced the bills, which were read a first
that a dormant partner-a partner not visible to the credi- set is taken up withiclauses, either dealing in minute detail treated with confidence until something is proved against their choose wisnout the officious interfer„ce of the state ; and errors, one extreme inv„iaely producing another, dearness time, and ordered to be road a second time °ll Wadi:l°l"Y
tors and never known to them, who may have embarked a with the internal government of the company, or speci- character. The commerciel intercourse of countries and of mY ()Pinion will not be shaken even though a single limited producing cheapness, and cheapn. Bs dearness ; and thus the next.
certain amount of c Taal in a concern, should, on the failure feeng a vast number of returns to be made by it upon this great city and empire could not go on if a contrary rule company may not be established. It is right the experiment great machine of society is constantly kept oscillating to its
of the bueiness, be made liable not merely in the pro- 'different matters connected with its affairs-a provision were adopted. I may further observe that these restraints should be tried, and in my judgment the principle we should centre. These are laws not made by a House of Commons ; .
portion of the capita so embarked, but to the extent of all which has turned out in practice to be totally inadequate uPon the creation or institution of commercial concerna teed ad°Pt ls this,-not to throw the slightest obstacle in the way and before any Legislature steps in and attempts to correct
the property he possesses in the world, though the existence for the proper registration of the shareholders. Such is a verY muchto delay, and in such matters delay is fraught with of limited companies heing formed, because the effect of that them, it would be well that it should consider whether any RAILWAY TRAFFIC RETURNS.
The house adjourned at half-past 8 o'clock until Monday.
of that property was unknown to the creditor and though general outline of that measure, as far as it is necessary for danger. While a company is inchoate-before it is formed- would be to arrest ninety.nine good schemes in order that the human wi•dom can with advantage interfere and devise for a
eine-
it is in consequence property ou the dedit of Which not one me now to describe it. upon this was ingrates', in the last the rights of parties are ill-defined, and rest upon no strong or bad hundredth might be 'prevented, but to allow them all to complicated state of things a better code. vaho could have
farthing could have been advanced. (Hear, hear.) It now session of Parliament, the Limited LiabilitY Aet, which Pro- assured basis. That is, no doubt, the evil which was intended come into existence, and when difficulties arise to arm the imagined it possible that a state of society resting on the most TRA.FFIC RETURNS FOR T-HE WEEK.
becomes the duty of the Legislature to consider how it will vides that, in order to obtain a certificate under the Joint- to be remedied by provitional registration, but I take it that courts ofinsnee with sufficient powers to cheek extravagance unlimited and unfettered liberty of action, where everything
deal with tbis practical grievance. Another point o which Stock Companies Act of 1844, a deed shall be executed by 25 such an evil is not to be cured by law. Rights are undefined, in the mania Receipts.
gement of companies, and to save them from the may be supposed to bo subject to blind free will and arbitrary miles
NAME OF P,AILWAY.
it is nedessary to direct attention is the state of the law with partners, holding three-fourths of the company's capital, and because men do not knoviwhat their rights are, and therefore wreck in which they may be involved. That is the only way discretion would tend more to the prosperity aud happiness of opened, 1656. I,,sb.
regard to loans made for the purposes of private partner. ' paying up ed per cent. each, upon which limited liability cannot define them ; and they often incur responsibilities un- in which the Legislature should interfere, with the single ex. man than the most matured decrees of senates aud,of States ? 1656* ______ ---.-.
ships. The usury laws have been repealed, and though at shall be granted. That, then, is the state of the law at Pre- knowingly, and are Plunged- into difficulties and embarrass- cePtion-a very essential one_of giving the greatest publi- These are the wonders of the-science of political economy, and -1 ------ BRITISIT: ..f i. 4
the time of their repeal it was not foreseen how that measure sent ;„d of course, before I ask the committee t„gr„ to ments which they would have avoided had they been able to city to the affairs of such companies,-that everyone may know we should do well to profit by the lesson which that science 15 1 2 888 , 2,54 n
822 725
could affect private partnerships, it is, nevertheless, very eer- alter it, lam bound to show them that it labours under Teri- form their cotnpanies at once, and proceed immediately to ac- on what grounds he is dealing. (dear.) I now come to ex- has taught. That lesson is comprised in the words of your 137% Belfast and Ballymena .• ••....•• •• _
tain that it has altered very materially the position of persons ous and serione defects. unfortunately, / shall have
nno tion. The crisis of monetary affairs in which a company has plain the provisions of the bill which I propose to introduce. committee :-" To interfere with and abridge men's liberty, el Belfast and County Down.. •• •• •• ....
making advances to partners by way of loans guaranteed diffi„ity in executing that task. And first as to provisio al b„n formed passes awe..., and it has to be organised under cir- The acts we propose to repeal are the Joint-Stock Companies and to nudertake to do for them what they can do for them- 33 Birk
upon a share of the profits. Mr. Baron Bramwell, who enjoys registration. It was no doubt intende'd tha't the law should „madames under whiceh probably noon° would have thought Act, the Act amending the same, and the Limited Liability selves, is really lulling their vigilance to sleep and depriving 26% Bolton,
ri s t aThni ad
c l&
ue
tr er. .1. 7.....Y....k.... 5,484 4,957
a high reputatiou as a political economist, bat whose an- watch over an infant company, as (if I may so express my_ of establishing it ; os. those by whom the company has been pro- Act of last session. The new bill has a double principl cone. them of that safeguard which Providence intended for them,
117
nalegnian........ a ... _ ..........• 11,677
10.,416
thority as a lawyer-I may say it without disparagement to self) it would watch over a child, so as to guard against its jected are in a difficulty whether to abandon the undertaking pulsory and permissive. The compulsory clauses provide that and instead of acting as we ought to do, as their guides and 1991,..1 enticed, Lancash'.re,
easntd_ Co hr e 8
.lii r. .e. 1 , '-i -83 1 , -6_83
him-is still higher, gave in his evidence before the eferean. committing itself by doing any ect that would irretrievably and to return the money, or to attempt to carry it on. Every all partnerships consisting of more than 20 members, and instructors, we are helping fraudulent men to mislead and 6% Cork, Illackrock; and Passage ...... 1,449 124
tile Law commissioners an opinion which is well deserving and permanently damage its interests before it has arrived at man of business must know that any delay in the formation of established for purposes of gain or p„fit, shall be incorporated delude them, (Cheers.) The right hon. gentleman von- 20 cora and t3anaon .. - .............. 16,3 . 190
of „r attentive consideration, That opinion is to the effect years of discretion, in a manner, in fact, analogous t° that in a company isfrequentlY attended withsuchresults. It is not for for the benefit of the public, and in order that any legal pro. eluded by moving for leave to bring in the bills.- 56 Dublin and Belfast Junction •• .. •• - 9 o 780
CChester and H01yhead.•............. 3,981 3.810
63 Dublin and Drogheda.. •• •• .•• .. • ... 1,287 1,188
that, as the law at present stands, it is competent for any which an infant in law was protected until it had attained the any fancied security, for any supposecladvautage, that we ought ceedings in which they may be enea ed not be unneces- 722 544
7% Dublin and Kingstown •• .• •••••• •• •• .
person to lend money to a private partnership, reserving foga/viral& Now, however reasonable this view may be in to lay restrictions on the freedom of mankind in matters like sarily delayed. (Hear.) By the 's!cond Yt of the bill all 16% Dundee and Arbroath •• • • •••••• „ „ 481 430
as a guarantee for repayment the right of demanding interest theory, it has proved to be one far too refined for actual prac- these, and so far as we have yet gone it would be impossible to partnerships or associations consisti f Pa!e than 6 and less tleman for the extremely able and comprehensive speech
Mr. COLLIER expressed his thanks to the right hon. gen-
-31 Dundee, Perth, and Aberdeen Juncticu, 891 7b9
at the rate of, it might be, 50 per cent. which was to be con- tice ; for the result has been that some companies have show anything thet comes near to a necessity for the imposition than 20 membees, having gain and. Plit fUitmf(our their object, as est com- 36 Dundalk awl Enniskeden• •..•••• •• •• - -
sidered as a penalty ; the agreement b'eing that the right to treated provisional registration as the only registration that of such restrictions. The only ground on which you can defend well as all associati which. h? had just delivered on a subject of the great
it Anglian.. .. - .......... _ 880 743
rk '''
t L ncashire 5 361 4,520
such interest should notbe enforeedin case the creditor should is necessary, and have gone on weer since without complete re- such restriction is that it f d hi h h t• 1' '
prevents ran , w c you aye ca ion, re igions orozywohttteerTeawl heiitil?e,i).6eosstaliliTherfooro•nesdisu; menial importance. This was one of two measures in con-
-3 Eas a • --, . . „„„ ~
.„
ni Counties and N0rf01k...... ,
be paid a rateable share of profits for his loan. This opinion . gistration in open defiance of the law; while othershave treated no right to do, or that it secures stabilit which it is im os- of more than • ' 417 East° , . s 21,446 17,899
y, p. f six memners, are permitted to avail themselves
of Mr. Baron Bramwell coincides with one delivered bY Lord this registration (to use the language in vogue among diploma- sible by any Government regulations whatever to attain. o the benefits of the a.ct Therge arPe t P I ' and he wished there were more of them. lt was founded on Eastern b mon .. ••••-..•••• • • •• . • i
Edinburgh and Glasto yr ............. 4.319 4;235
-
wo c asses o companies
Eldon, both those distinguished judges concurring in the tists), as non arenn, and have subsequently come out with to- I shall now proceed to consider the nature of the restrictions omitted from this bill. f sa?, e.o with regret, but fit 'ha! been nexion with law reform. It was a measure of a right sort
_
view that, as the lawat present stands, it is possible for a cre- tally different aims and objects from those which they ori- imposed upon companies, and to show how little validity done in adherence t that principle. As far as he understood the object of the first 6 Exeter and Credit0u..........
~.. „
....
o the principle on which the measuie has , • bt
an intelligent and intelligible principle ; and it carried out
the two bills, it was that the man who contracted a de 22 Furness Railway ... .............. _
-
ditor to lend money to a private partnership, reserving to ginally contemplated, The act has, therefore, been practi- they have either in fact or in argument ; and, in the first been framed-to confine ourselv t th a d tof the °I
.... ,33.. ,08
d SontheWestern.... 5 , b 6
eli o e men men .
it and no one else. If a man sold goods to A, 183% Glasgow! a.n
11: Edinburgh, Perth, and Dundee...-. 2,79 J 2,e95
himself a share of tho profits by way of interest. It is cally set aside, and has no effect whatever even in prohibiting place, with respect to the payment of a certain amount of Joint-Stock Companies Act, nd to the application of should pay
Great Northern.• •.,
,20,440 17,000
not the intention of the government to diminish the the sale of scrip, because, unfortunately, the prohibition was capital. I admit that in the ease of railway companies the limited liability to large and small partnerships in the most knowing nobody but A, then A alone should be cdomspaeildletdhtaot
22503
354 Great Southern and Western (Ireland) 5,732 5,463
pay the debt. But. the law, as it present existe , .
powers and abilities which persons already enjoy in that addressed to the Stock-Exchange, which I will not call a principle of enforcing the paying up of a certain amount efficient manner, without interfering in difficult questions 365 Great Western •• •• •.•........... .. 27,154 19,024
if B had furnished A with.
means to carry ou his business, B
respect. We take the question as it stands, and desire lawless body, for it is actuated by the highest of all laws- of capital is a good one, because it affords a protection to the such as those connected with banks. Banking companies 25% Irish South Eastern .......... ~.... STo 5 rit,),
might receive interest on his money at a rat?, h. oweveir,
fusu-
-90 Lane:ester and Carilsle...... - ea....
rather to enlarge and enable than to contract and to the law of honour ; but like all bcdica acting under that law, public-the capital being ready for the purchase of property, have an act of their own, and therefore we do not propose
restrict. It remains to be seen what is the proper manner it is independent of Parliament, and therefore, although the or to be returned to the depositors if the concern is net car- to include them in the present bill, though, individually, I rious, without incurring any liability ; but if, instem. o ie-
in which to deal 'tit this question of private partnerships. statute says that the Stock-Exchange shall not negotiate the lied out ; and it is only reasonable that men who come to should have wished to apply tho same law to all compa*s. calving interest, he received a poi
tion of the profits of A, ___ heeee Northern .................. ••
__
One method would be to carry the present law of limited lia- scrip of provisionally registered campanies, yet the Stock- parliament, asking powers to take the property of their (Hear.) The second exception, which I also regret, relates do Ind North Western ... -• .... 51,133 44.373
bility into these partnerships, and to say to ally number of Exchange in this CaSe is like an imperiana en imperio, and neighbours, should give evidence, of their sincerity by paying to insurance companies, which have been omitted in defer- this be ? It was impossible to distinguish between the two
that then he (B) should be liable for A's debt. Why should
521571
61,4 London anti _Blackwell - .... .. _. LTV/ i ,030
modes of remuneration. And was it not far better that a toiLavnnic:nslo7.nd Yorkshire ...... .....
pe ons, however small-even to one, and there could not such shares are as freely boni;ht and sold there as though the up a porzion of the amount required. (Hear.) But the ease ence to opinions that we are bound to respect. Ido not 183% London, Brighton, and South Coast..
12,380 10,04
berBa much smaller number than that-that he or they shall companies vrere completely registered, The object which the is quite different with re,gard to other concerns. Taking the think that man should be allowed to share in the profits, whatever they
267 London and South We5tern.........
the provisions of the bill will ever be plicable to
be entitled to be formed into a corporation, and to enjoy, as framers of the act had in view was no doubt a good one, Limited Liability Act as it now stands, it is required that 20 companies established on the ." 1 f ut aIP. might be, than to receive from the trader a certain amount of 60 Londonderry and Enniskillen ........ 566 545
such, the privilege of limited liability. To that proposition I being intended to put a restriction upon half-formed and im- per cent. shall be paid np Of the amount of subscriptions, which are not joini-stock
plin.cip e o
IT
buna Insaurance, 'rosby. and Souttmort•• • . -
199,
,66. .
_37: 187,:63.2551
interest, whether the profits would admit of its payment or - Manchester, Buxton, and Matlock, Ac.
_,-
_,-17,
companies at a , t m con-
am not disposal to accede, and for this reason, that it ap- mature companies, which are not ripe for uncontrolled action. and that the fact of such payment having been made shall be vinced•they might be applied with advantan to other kinds not ? The second bill relate's' to partnerships, and its piinciple 173% efanchester,Bheflield,and Lincolnshire BX3 8
626
pears to me that there is something incomPatible and incon. A better principle, however, would have been to accelerate proved by a declaration made by two of the promoters, Now, of insurance companies. We have omittedethem, however. 93i Manchester and South Junction ••••••
28 NiarYPert alid Carlisle •• .• •• •• •• •... 853 827
sistent between the character of a man acting as a principal the attainment of their majority by the companies, and to in the case of bona fide companies lea • • h. • d joint-stock ' - h il d k companies,
companies, sae as ra ways, oc 21 816 24,972
a imagine not ing in eference to the opinion of a sele t
c committee of this
in trade, and that of oiler:son who is a corPorator, and whoa° declare, in fact, that none of them should be permitted to more embarrassine than this. It involves such companies house, which sat on the subject some years ago, aud which aff. ected all associations known under the denomination of
498% Midland •• •• •-••••••••••• • •• •• •• • • . ,
and other enterpries, in which a large amount of ea- 126% Melland Groat Western (Id
yan em arassmen pames iffmles(teoill;:pel:aflrietlnlitthhea=icloir
liability, as such, is limited Seeing that there is no parti- come into existence until they were able to undertake all the in a great deal o?difficulty, and I have strong complaints declared • • pital was investea. Strange to say, these companies, instead 37 Monklands •• •••••••••.••• - • • • • •• •• - -
in its report that the business of iusura ce com
cular demand for this extension of tho law, and bearing in liabilities and duties of-a company. Thus quasi companies from various quarters of the difficult d b t •d* a -of being looked upon as a t te 1 d 1 Id been re- 78le Newcastle and Car1i51e........ ••.. • • - • -
grea na iona goo , i.
4 737 4 496
y companies that
mind that, even though it were adopted, it w tild be so would not have been allowed, as at present, to be started, which have been experienced. in forming bona fide companies it was desi - - gardcd as public nuisances by our courts of law ; and al p ih.)............. 3:212 2:134
-
of the Joint-Stock
merely for the sake of a barren consistency and an idle uni- until all the preliminary negotiations incidental to their get- from this cause alone. (Hear, hear.) This provision was Companies Act, so far as the 1 ted to • • s they had been recognized by the Legislature they were sub-
rn „ „ ................ 847 855
7 North-Weste
tenuity, Ido not think that it would be in any degree desir• ting np had been fully perfected. I should not expose them, not meant to hit the honest, but the fraudulent ; but it is evi- and to deal with them in a syeprearaate meamssuorancle
wsoicllietnieow,
jectocl to many severe restrictions. The bill now introduced
487% Scottish Contra
though 1_49
NNnorrtthh
sßtralittiosrhdzue
...............
able to decide the question by such a method as this. Nor in relation to the execution of a deed with 11 requisitions of dent that fraudulent companies' can easily evade it, for they state how the company is to be fo ed. urWe abolish the would put all companies on the same footing, and the great 32 Scottish Midland ••••• • • • .... •• •• .. -
would it be ads isable to 'adopt the law of command/le as it one class to be complied with, and 38. more of another, to all have nothing more to do than to get two of their promoters preseiat system of registration, and every company affected
is at present practised in France. It is not suited to our the trouble and expense to weich they are now subject ;to make a declaration to•the effect that the amount of capi- by the act is to sign a elecument whieh th call in America liberty to associate, provided they gave notice of tho terms 48 ShrewsburreyuarioduChes.ter........ •..• .... :: ....
704 712
princlple of the bill was that any number of persons were at 294 . shrewsbury and BirMingharn •• •... n):: 11:t
habits, and its introduction would be tantamount to the and this, too, in regard to matters which the companies tal required by the statute has been subscribed, no power " a certificate of deposit," but which- we epyropose to call a 2 15t 1,932
t 57% Sen.,hDe,on•• •• •..... •••• •• •• • .... ,
enactment of a new law of partnership. If we can remodel are quite competent to manage for themselves, and which being given to inquire whether it has been really subscribed " memorandum of aesociation andreeistratione. That deal- principle, and he begged to renew the expression of the grea
289 South Eastern •••••• •• • • •••••••• .... 14,843 11,733
the old law in such a manner as to adapt it to our wants and are exclusively personal to them, the public having no pos• or not -(hear, hear)-so that while you are annoying and ment is to be signed by at least seven sbareholders ;itis to on. wh. ich their company was formed. This was a valuable 30 Shro,eshi,„ ni .. ..
satisfaction with which he had heard this comprehensive mea- 16254 South Wales .. ••.••• • • •• .......... 5,368 4,39 e
usages, and to iufase into it the liberal principles of our sible interest in them. -Meer, hear.) There is also an- embarrassing bona fide concerns, you are not in the least de- contain the name of the proposed coin qn •to state the ob- sure propounded by the right hon. gentlemau. 97 South York., Doncaster, and Goole .. 1,713 1,437
modern commercial system, we shall by so doing adopt a far other provision as to the subscription of one quarter of gree placing a check upon those that are fraudulent. On jeet of the company ; whether it : 1:4
Y.'
•
-s to be limited or un 1-
more judicious course than if we were to sweep away the the shareholders holding one quarter of the stock of the contrary, if they succeed in satisfying the Government, mited; the number of shares into which it is to be divided ; sueeested by the ri ht hot
i• Mr. MALINS observed that the subjects which had been
i gentleman were of the highest 77 Waterford :Ind Limerick • • .......... 904 771
whole fabric and erect a new one in its place. (Hear.) Nei- the company, which is deserving of attention. It was clearly they obtain a spurious merit to which theY are bY . and, if the comeany is limited the wd.,ii it d." is to '.*
3 . 553 490
inportance as affecting the commercial well-being of the whole 27% West Cornwall .• •• •• ••••••• • •• ••
39 Taff Vale .......................... 3,028 3,545
266 245
thershonld I wish to deal with partnerships merely by way of established in evidence before the committee moved. for two no means entitled. (Hear, hear.) By this enactment appear. That document is to 12 Whitehaven Junction ... •• ••.•.. • • ..
legalising loans or making them the subject of special legisla. years ago by my hon. friend the member for Westbury, also you are teking the business of people out of their and upon its being filed the •
'be filedewr ith three reegistrar, 1 -
community. The bill passed last year was so erroneous in its
682 York and Newcastle, and Berwick &
Con. It is not any business of ours to favour one particular that for the modest consideration of ono shilling, and own hands. It is often a disadvantage to a concern registration, from which it foelolmowpsantyhoits
itto
ibseine ntatle a
ttod
York and North Midland & Leeds.. - -
construction, so fraught with restrictions, that he rejoiced ex-
method of dealing in preference to another. It is rather our other moderate sums, as many so-ealled shareholders to start with a great amount ef paid-up capital. (Hear.) and possesses all the priviieees of a cornontioe with the eeedingly to find that the right hon. gentleman had taken the IOREIGN.
duty to act with strict impartiality as regards theme.% and to could be got to sign the subscription list of a cora' Sometimes, for example, the money may be wanted for the right of suing and bein 8 d" The next•st . ' • " tl _
leave to every man in the community the option of deciding pany as the projector pleased. As this matter is puxchase of mines, which it may be desirable to acquire at deed of settlement. If e ilea earliest opportunity of repealing it. The right hon. gen e-
d Med
Lyons an ,
for himself what is the best system on which to conduct his one of great importance, seeing that the whole the very outset, but from the state of the law a long time the schedule of the act, the byl - f
of associative " We ha: re
et: tkee sin kt)htheuei
ve prepared and appended, in
company which we _
man appeared to have arrived at just principles, that men -
Montereau en royes ...........•• •• -
-
affairs. I cannot but think that,' if we were to facilitate loans foundation of the law lam about to propose to the commit- may elapse before such a 'Purchase can be concluded. What call the " articles - awr'
o a ' should be perfectly free as to the contracts they might choose _ Namur and Liege .. • • .......... •• .. --
to partnerships, wi hout at the same time giving to dormant tee turns upon it, 1 will take the liberty of reading a few worse thing can you do for a company in such a case than to from the ordinary rules .'
• • • to enter into, but it was tho duty of the Legislature as far as - Northern of Prance •• •• •• •• •• •• •• .• :--_,
_
89 Dutch Rhenlshd
Tt-te.rr....n.e.6.......••••••• ........
.....- -
rat Central ..
corpora e
adopted in joint-stock companies,
partners the power of limiting their liability, we should be brief extracts from the report of the committee. I find that require that it should pay up a large portion of its capital ? and have applied to them the en 1 les of the Railway
possible to give the kreatest facilities for ascertaining what - 9_ i•!
erairis ana Lyons ...• .• •• •• •• • • ..•• - -
-
-
-
-
-
giving an undae prepoaderance to the loan system_(hear, the registrae of joint-stock companies, err, whitmarsh, who (Hear.) 1,,t.. is
.h.ighly injurious in two ways. In the first Consolidatiou Act. When the im-tt• el
1)
parto be appli- those contracts were. With the principle of the first bill le Paris and Rouen. •••• • • •••• •• •• ••... -
hear, hear)-and encouraging men to carry on their business was examined before that tribunal, states very compendiously place, it imposes on the directors a temptation to steal. cable to a company, they may hsee lad' leteeda ‘blpodiel without any propounded by the right hon. gentleman he (Mr. Mathes) en- _ Paris and Strast,urgh •• .. ••.••• ~ •• -
- Renee and 4lavre•• ...... •. • • •• • • • -
rather by means of temporary advances than by embark- that the returns which the act reauh•es, and which are enor- (Laughter). They have got the money and dont know what expense ~ but if it should t ' "hat thos Y.
rules are not tirely concurred, believing that a proper course was taken in
ing capital in the concern, and that thus we should be raously bnrdensenne and expensive, are worth nothing_that to do with it, and in such cases it is apt to stick to people's apnlicable to a Tiartirtllian ....-.7 out
tau,. ...,......(..,,,., wni 1,.‘,. overruline by Leeeeietiee ene,•f-memt, the absurd decision iu - Western of France

it is independent of Parliament, and therefore, although the ' or to be returned to theedepos-itors if the concern is not car-
statute says that the Stock-Exchange shall not negotiate the stied out ; and it is only reasonable that men who come to
scrip of provisionally registered companies, yet the Stock- Parliament, asking powers to take the property of their
Exchange in this case is like an imperium, in ineperio, and neighbours, should give evidence of their sincerity by paying
such shares are as freely bought and sold there as though the up a portion of the amount required. (Hear.) But the case
companies were completely registered, The object which the is quite different with regard to other concerns. Taking the
framers of the act had in view was no doubt a good one, Limited Liability Act as it now stands, it is required that 20
1 being intended to put a restriction upon half-formed and im- per cent, shall be paid up of the amount of subscriptions,
mature companies, which are not ripe for uncontrolled action, and that the fact of such payment having been made shall be
A better principle, however, would have been to accelerate proved by a declaration made by two of the promoters. Now,
the attainment of their majority by the companies, and to in the case of bona fide companies I can imagine nothing
declare, in fact, that none of them should be permitted to more embarrassing than this. It involves such companies
come into existence until they were able to undertake all the in a great deal of difficulty, and I have strong complaints
liabilities and duties of-a company, Thus quasi companies from various quarters of the difficulty and embarasement
would not have been allowed, as at present, to be started, which have been experienced in forming bona fide companies
until all the preliminary negotiations incidental to their get- from this cause alone. (Hear, hear,) This provision was
ting np had been fully perfected. I should not expose them, not meant to hit the honest, but the fraudulent; but it is evi-
in relation to the execution of a deed with 11 requisitions of dent that fraudulent companies' can easily evade it, for they
one class to be complied with, and 38 more of another, to all have nothing more to do than to get two of their, promoters
the trouble and expense to which they are now subject ; t e make a declaration to•the effect that the amount of capi-
and this, too, in regard to matters which the companies tal required by the statute has been subscribed, no power
are quite competent to manage for themselves, and which being given to inquire whether it has been really subscribed
are exclusively personal to them, the public having no pos- or not—(hear, hear)—so that while you are annoying and
siblo interest in them. (Hear, hear.) There is also an- embarrassing bona fide concerns, you are not in the least de-
other provision as to the subscription of one quarter of gree placing a check upon those that are fraudulent. On
the shareholders holding 'one quarter of the stock of the contrary, if they succeed in satisfying the Government,
the company, which is deserving of attention. It was clearly they obtain a spurious merit to which they are by
established in evidence before the committee moved for two no means entitled. (Hear, hoar.) By this enactment
years ago by my hon. friend the member for Westbury, also you are taking the business of people out of their
that for the modest consideration of ono shilling, and own hands. It is often a disadvantage to a concern
other moderate sums, as many so-called shareholders to start with a great amount Qf paid-up capital. (Hear.)
could be got to sign the subscription list of a corn- Sometimes, for example, the money may be wanted for the
pany as the projector pleased. As this matter is purchase of mines, which it may be desirable to acquire at
one of great importance, seeing that the whole the very outset, but from the state of the law a long time
foundation of the law lam about to propose to the commit- may elapse before such a Purchase can be concluded. What
tee turns upon it, 1 will take the liberty of reading a few worse thing can you do for a company in such a case than to
brief extracts from the report of the committee. I find that require that it should pay up a large portion of its capital ?
the registrar, of joint-stock companies, Mr. Whitmarsh, who (Hear.) It is highly injurious in two ways. In the first
was examined before that tribunal, states very compendiously place, it imposes on the directors a temptation to steal,
that the returns which the act re4uires, and which are enor- (Laughter). They have got the money and dont know what
morally bnrdensome and expensive, are worth nothing—that to do with it, and in such cases it is apt to stick to people's
the act is very much evaded, companies being frequently fingers. (Laughter). In the second place, it very often per-
formed with no other foundation than that supplied by men petuates the abuses of unsound and unwise concerns after
of straw. I beg the house to compare this testimony with the fallacies on which they may have been based have been
the prognostications made in the report of the select coin- found out; because those who have the money and are,
mittee to which I have previously referred, because I cite this perhaps, making a good thing of it think it would be sparing
as a general proof of the inference which I wish to deduce— the Egyptians to return it, and thus they go on employing
viz., that it is quite impossible for any legislation that we can the capital of the shareholders, often to their own destruction.
devise really to protect the public in matters in which they (Hear.) I shall say no more on the subject.of capital required y
are fully able to protect themselves. I will first refer to a to be paid up, as I think I have said sufficient to show that,
very remarkable prediction made by Mr. Bellenden Ker in it gives -no safety or security to the companies on whom it is
1837. That gentleman is a high authority on the subject, imposed. But there is another point on
which I baa:e the
having been engaged in settling the deeds of joint-stock com- misfortune to differ from some gentlemen in this house, for
panics for many years past, and he says :
whose opinions I entertain the greatest rciper,
to which I
"In the consideration of this part of the subject other shall for a moment advert. There are mos.; who would not
points of importance occur ; first, whether, previously to require companies to pay up a certain ao,eount of capital who
the formation of such partnerships"—joint-stock companies yet think it necessary that this House, should fix the amount
—" it should be made requisite that a certain part of the or number of shares. I now beg 'co observe, on this part of
e
capital should be paid up, or that there should be any regula- the subject, that I think su' n an interference is wholly
tions concerning periodical returns of the state of the affairs unnecessary, and would be pi
eductive of evil. What presses
of the company, or for the appointment of auditors of the ac- strongly on my mind, said is with ire one of the most
°-
counts by the shareholders at large. It is probable, however, powerful arguments aesinst it, is that these companies are
that the best course would be to leave these matters to the much desired by the, poor, and that there are many things
agreements and provisions of the parties interested, more espe- in which they take. an interest, and with regard to which it
cially as any measure requiring that the capital, or part of it, would be desirable to obtain their co-operation. (Hear.)
shouldbe paid up would be liable to evasion, and, moreover, There are vaSlous matters that they would often be inclined
would be of difficult application in many cases. It is also to to conneee themselves with, but if you fix a large amount for
be observed, the provisions proposed do not confer any provi- shares tails natural wish it would be impossible to realise. I
sions proposed do not confer any privilege or immunity on have in my possession letters from persons of that class who
these companies, but merely bring them within the effectual are desirous to establish, for example, a cotton mill by means
reach of the law, and only accomplish, as regards all partner- of a company with 1/. shares. Ido not say whether such a
ships, what is now the law regarding banking partnerships scheme as that will succeed or not. It may or it may not. I
and what is frequently permitted to companies by private acts, am afraid these co-operative undertakings have not been, gene.
charters, or letters patent." rally speaking, prosperous ; but, whether that be so or not,
It appears that this gentleman, a man of great experience, can we imagine a more impolitic state of the law than that
seven years before this act was passed foresaw and clearly which permits associations to be formed by the rich, but
predicted that all the provisions intended to protect the public denies them to the poor I (Hear, bear.) When we allow
i would end in affording no protection at all—that they would those who are possessed of capital to establish companies for
be at best nugatory ; and I shall show that they have been their mutual benefit, and when contests take place between
absolutely mischievous. I will next read an extract from the capital and wages, shall we not allow the workmen to enter
report of the Insurance Committee appointed on the motion upon the formation of companies for themselves, because we
of the hon. member for Westbury : think it right to fix as the amount of shares a sum larger
" With regard to provisional registration, it appears that than they can possibly raise ? (Hear, hear.) Let them try
the law as it now stands does not afford the security which the experiment or they never will be satisfied ; and be assured
was contemplated by the act of 1844, inasmuch as the repro- that there can be no more flagrant specimen of law than that
sentations made bythe prospectusesand advertisements issued which gives facility to the rich and excludes the poor from
by new companies often vary very materially from the objects combining in any matter of trade or for any legitimate object
for which they have been provisionally registered, and thero that they may demand. (Hear, hear.) Take, as another
appears to be no means at present to prevent deception and example, the . truck system. What can bo a more natural
misrepresentation being practised on the public in this way. remedy for people who find that at the only shop to which
Nor are the regulations required lb order to obtain complete they have access they are, cheated by having to pay a price
registration more perfect for that purpose. It is required by far beyond what is fait and just, that they should join to-
the law that the deed of settlement shoed be signed by share- gether their small earnings, in order to save themselves from
molders equal to 1-4th in number, and representing 1-4th of the overcharge; and t/ee adulteration, and all the oppressions
the proposed capital of such companies ; but it appears from to which they are sr,bjected I (Hear, hear.) I shall deeply
the evidence of Mr. Whitmarsh that this provision has been regret if it is no.',, the policy of this house to support the
extensively abused by means of false and faudulent signatures measure which 'we are prepared to lay before it on this
and has thus proved to be a very insufficient security for the matter—a meaerare which I believe to be cast in a spirit of
name is Leo
objects contemplated. It appears also that it has been fre- comprehensive liberality ; or if any difficulty should be ex-
quently evaded "—there are other means of evasion, and their pressed as to, giving facilities to poor persons in the conduct
with "(he")—" by companies commencing busi- of affairs of which] they themselves may be expected to be
ness a very araall
io
capital, and, immediately upon obtain- the best judges. (Hear, hear.) The only argument which
lug complete registration
, greatly increasing its amount, which I have heard against these small share companies is, that they
of the registrar: do are enabled to d
It appears, then, that these without further recourse to the office will lead to gambling. It is not impossible that this
may' to
some extant be so ; but if we were to refrain from legislation
Provisions can be evaded, and on all matters that might possibly lead to gambling, the con-
some of the witnesses examined rb
great
eourd,efore my lion. friend's coin- sequences would
mittee stated, with be mono comprehensive than at first sight
~anc,,itizt we should not suffer might be iraagl:ued. On this principle we should begin by
them to be evaded any longer,
with peg
the whole fault was burnin hayste.cks lest people should draw straws out of them.
in the law. It is always the case,
thervegard to restrictive (Laughter.) if we were to let alone all offences, and restrain
laws, that there is a craving for flu' estriction. The re- the people in the exercise of all their privileges lest a bad use
striations you impose in the first instance he of some should b a made of them, we should siren as a people be de-
ried still
value, hut you are told they do not go far y
are enough,fre-
e and that ro i erl , r
if they are meant to do any good they mustprboeiaaatsr -*-v-- - pi. everything that we now hp),
aas valuable. (Hear.)
further and further. It is said that these I come now to another subject, arla that is as the question ,
qnently originated by men of straw. " Oh, then," affects . great incorporations. It. is usual to say that, as these ,
of the witnesses, " arm the registrar with inquisiterialapyoswOure comr aides come to the Legislature for favours and for privi.
and lot him inquire into the circumstances and responeibaih, IPgeF‘• we can impose upon tleem what terms we choose—that
hat
of every shareholder," That is one suggestion. But it is alseo wa e'en make them submit, to whatever restrictive or injurious
said that companies may begin with a small capital under I'm xfe like, Now, I protest against the use of the word ,
these restrictions, and that when they have gone on for a c" privilege" in snob a case as this. (Hear.) In matters of
little while with a small capital they can double or treble ti°: ranerce and exchange, of buying and selling, and of con-
that capital without any restriction. Now, can you prevent 1-,ea et, it is impossible that under a just Government there can
that t Are you able to say that companies shall mot increase b ea:LS' privileges, (Hear.) All associations ought to be equal
their capital ? Will you empower the registrar, or nny other,.
, ot.: the law, and there can be no greater injustice than for
person, to judge what capital these trading companies shall • ciationerioement to ask for any undue exactions from any asso-
raise ? You begin by encroaching upon natural liberty, and, a above he neirthe one hand, or to give to any of them advantages
in order to make that encroachment effectual, you find - that privilege, plows on the other. (Hear.) Bat there is no
you must proceed to an utter deprivation of liberty, until, to in the light ofParticular incorporation is just to be considered
• e' ,* le 10-ically, you will have to take the . the pable- te.
carry out our p- mop a , an individual, and it is for the advantage of
e t the izeor o t. -
whole mauagemett of than colopauies out of the bands of ; legal moue* twit ' is a sort of 1
P ra ion taken place. It
-

mind that, even though it were adopted, it w nld be so
merely for the sake of a barren consistency and an idle uni-
formity, I do not think that it would be in any degree desk-
able to decide the question by such a method as this. Nor
would it be ads isable to 'adopt the law of commandite as it
is at present practised in France. It is not suited to our
habits, and its introduction would be tantamouut to the
enactment of a new law of partnership. If we can remodel
the old law in such a manner as to adapt it to our wants and
usages, and to infuse into it the liberal principles of our
modern commercial system, we shall by so doing adopt a far
more judicious course than if we were to sweep away the
whole fabric and erect a new one in its place. (Hear.) Nei-
thershonld I wish to deal with partnerships merely by way of
legalising loans or making them the subject of special legisla.
tion. It is not any bpsineas of ours to favoar one particular
method of dealing in preference to another. It is rather our
duty to act with strict impartiality as regards them all, and to
leave to every man in the community the option of deciding
for himself what is the best system on which to conduct his
affairs. I cannot but think that, if we were to facilitate loans
to partnerships, wi hout at the same time giving to dormant
partners the power of limiting their liability, we should be
giving an undue prenauderance to the loan system—(hear,
hear, hear)—and encouraging men to carry on their business
rather by means of temporary advances than by embark-
ing capital in the concern, and that thus we should be
throwing the weight of the Government into the wrong scale.
Into the question of whether it be or be not an improvident
practice to carry on business by means of loans I do not now
propose to enter, but I cannot think that it. would be at
all advisable to facilitate the contract of loans unless you at
the same time provide that the advance of money or capital
on contract to share profit or loss shall not be held to make
the lender liable as a partner. (Hear.) In the present state
of the law the whole evil complained of as regards private
partnership resolves itself into this: that a dormant partner,
unknown to the creditor at the time of the contracting of the
debt, is made responsible to his last shilling or acre for a debt
for which he was not ktiown at the time to be liable—(hear)
—and that property of his, on the strength of which not one
farthing had been advanced, is confiscated to satisfy the
claim of a person who when the transaction occurred knew
nothing of its existence. (Hear.) In reprobating this state
of things, I only echo the opinion of some of the most dis-
tinguished jurists, and among others of that eminent judge,
Mr. Justice Story, who concurs with other great legal autho-
rities in deploring the doctrine laid down in the case of
‘; Waugh v. Carver." The bill which I now solicit the per-
mission of the house to lay upon the table will overrule the
judgment pronounced in that well known case—(hear)—and
proposes to provide that " the advance of capital or money
to be used in any trade or undertaking, not being the trade
of a banker, upon a contract with the person carrying on
such trade or undertaking that the person making such
advance shall receive a share of the profits or shall bear a
share of the loss of the trade or undertaking, shall not of
itself render the person making such advance liable to
third parties as a partner in such trade .or undertaking."
(Hear, hear.) By this means a male who has embarked
a certain sum of money in a concern may become a dor-
mant partner for certain purposes without involving
himself in the general liabilities of partnership. In fact,
with all that is most beneficial ih the French commandite
project you will also have the advantages of a loan system,
conducted not is a circuitous or ambiguous° hut in a direct
and intelligible manner ; and it will be practicable for any
partnership to raise money by
the lender or the dormant partnerwaYeof loan without making
liable beyond the amount
of the money he may have advanced. We take things as
we find them, and while eve propose to regulate the liabilities
of lenders and borrowers, we are not to l understood as
pronouncing any opinion as to the wisdom'eor propriety
ei of
either lending or borrowing. (Hear, hear)
instances where it would be highly improvident to.e may
ydnbeet
an establishment by means of loans, and on the ether hand
it is quite possible that there may be cases where a
increase of capital would be more injnrione to a Imeiness thult
a temporary advance. These are questions with which we" II
have no concern. It is for us to allow men to conduct their
atihirs on such principles as they shall themselves approve,
It is for us to observe an impartial demeanour, leaving to
every trader the option of determining on what system ho
may think fit to manage hls affairs. (Hear.) The bill also
contain, a clause providing that the remuneration of servants
or agents by a share of the profits shall not make them
Bankers are omitted out of deference to the course
partners.
of previous legislation, which has constituted them an creep-
le applicable to other companies. This
Lion to the general Tv
made because we do not wish to encumber a
kid, which is merely one of limited liability
q°minesestron u
oisf also
os
with questions relating to the banking, trade, currency, and
other kindred matters ; although,
for my own part, I see no
reason why bankers should'ntbe treated in the same man-
nerof partners. Having now disposed
as any other class
of all that I think
smaller bill, I next it
approachnecessary to say regarding the
the subject of the
larger measure; and here I muse be,; that the house
will
bear with me, because, although I shall endeavour to con-
dense my observations as much as possible, yet the question
is so very, complex in its nature that I cannot hope to render
myself intelligible to the committee without trespassing on
its attention for some little time. Now, the state of the Lew
relating to joinestoek companies is somewhat peculiar. It
seems to have Veen the nesfortnue of these bodies to be
always legislated for by persons in a state of great excite-
ment. The first law of this ind, calla 1 the Bubble Act, was
passed during the first paroxysm produced by the bursting of
the memorable South Bea bubble, iu the reign of George I.
Sbakeepere says—
" The earth has led-Ales as the water has,
"And these are of them !"
And So our legislators set to work to explode them ; and for
100 years the law of this country rendered the formation of
joint-stock companies illegal, and a Punishable offence. This
I mention not because it is immediately relevant, bat be.
CCM the ligrht Thick Wows ou tale ;natter 401114 act as
•

I transact its own business with others, and it is therefore not
' only for its own convenience, but for that of the public, that
it should combine, so that it may both sue and be sued in one
single name. (Hear.) It should be held as one single person,
and for that reason we should throw no obstacle in the way
of incorporation, as it is for the interest of the public as
much as for that of the company itself that it should bo so.
It is no privilege, but a right to be conceded, a state of mis-
chief to be corrected ; and it is necessary, because such a
company is so numerous that it would be difficult otherwise
to proceed against it. (Hear.) I now propose to show that
the fact of a company being established on the principle of
limited liability does not strengthen the case in favour of
those restraints and safeguards which have hitherto been de-
manded on behalf of the public. What I said of incorpora-
tions may be applied to companies with a limited liability.
It is not a question of privilege ; if anything, it is right, and
upon that ground we gave our assent to the act of last ses-
sion. The principle is the freedom of contract and the right
of unlimited association—the right of people to make what
contracts they please on behalf of themselves, whether those
contracts may appear to the Legislature beneficial or not, as
long as they do not commit fraud or otherwise act contrary
to the general policy of the law. It is easy to make any-
thing a privilege. If you deny a man the most ordinary right,
it becomes an inestimable Privilege. The process is this—it
begins with prohibition, then becomes a privilege, and last of
all a right. Till 1825 the law prohibited the formation of
joint-stock companies. From that time to the present it has
been a privilege, but we now propose to recognise it as a
right. So with limited liability ;at first it was prohibited.
Then came the statute of the first year of Victoria, which
gave the Board of Trade power to relax the law in certain
cases ; and, lastly, the act of last session extended the privi-
lege, but still imposes restrictions. 'Having thus gone through
the first and second stages—prohibition and privilege—we
propose now to take our stand upon the only firm foundation
on which the law can be placed—the right of individuals
to use their own property and make such contracts as they
please, to associate in whatever form they think 'best, and to
deal with their neighbours upon such terms as may be satisfac-
tory to both parties. The restrictions hitherto placed upon trade
ing companies were intended to effect one of two objects,
either to secure the stability of the company or to
prevent fraud. Is there anything in the nature of companies
with a limited liability that should make them less stable or
more fraudulent than unlimited companies ? I should say
the contrary. (Hear, hear.) Fraudulent people will never
form a limited liability company. Their own liability, of
course, is a mere bagatelle, unworthy of their notice. What
they esire is a large credit, and to obtain that they endea-
vour to get as many persons as possible pledged to the utmost
extent of their fortunes, ,It is plain that to such people an
unlimited liability is a hundred times more advantageous
than a limited liability. A company formed on the principle
of limited liability carries on the face of it something like
prudence and caution. Its shareholders seem to say, "We
have entered into a partnership, but it is impossible to tell
what may happen, and since the company may fail we will
not risk all we possess in any commercial undertaking what-
ever." Such is the nature and composition of a company
which is supposed to offer such facilities for fraudulent prac-
tices that it ought -to be subject to restrictions which can be
justified only on the ground that fraud is actually intended.
Nor have we more reason to doubt the ztability of a limited
than that of an unlimited company. Nobody can tell
a priori to which the preference in that respect may belong.
The stability of a company depends upon two things—cha-
racter and capital. But the character of a limited company
may be quite as good as that of au unlimited company, and
its capital may be as large. People confound unlimited with
infinite, and think that the capital of an unlimited company
is generally large. There could not be a greater mistake.
A limited company may have a capital of one or two millions,
while an unlimited company may not be worth a thousand
pounds. The capital of the latter is raised with difficulty ;
that of the former, owing to the terms of subscription, will
be larger and the borrowed money less. Hence it follows that
the limited will be more stable than the unlimited company.
My object at present is not to urge the adoption of limited
liability. I am arguing in favour of human liberty, that
people may be permitted to deal how and with whom they
choose without the officious interference of the State; and
' my opinion will not be shaken even though a single limited
company may not be established. It is right the experiment
should be tried, and in my judgment the principle we should
adopt is this,---not to throw the slightest obstacle in the way
of limited companies being formed, because the effect of that
would be to arrest ninety-nine good schemes in order that the
bad hundredth might be 'prevented, but to allow them all to
come into existence, and when difficulties arise to arm the
courts,3incluodf
ejustice
iw in tthh
the
sufficientpresent pow
bille, rstht
ooncghhe,ek individuallyex travagan, Ic extravagance,
in the management of companies, and to save them from the
wreck in which they may be involved. That is the only way
in which the Legislature should interfere, with the single ex-
ception—a very essential one—of giving the greatest publi-
city to the affairs of such companies, that everyone may know
on what grounds he is dealing. (dear.) I now come to ex-
plain the provisions of the bill which I propose to introduce.
The acts we propose to repeal are the Joint-Stock Companies
Act, the Act amending the same, and the Limited Liability
Act of last session. The new bill has a double principle—com-
pulsory and permissive. The compulsory clauses provide that
all partnerships consisting of more than 20 members, and
established for purposes of gain or profit, shall be incorporated
for the benefit of the public, and in order that any legal pro-
ceedings in which they may he engaged may not be unneces-
sarily delayed. (Hear.) By the second part of the bill all
partnerships or associations consisting of more than 6 and less
than 20 membe:B, having gain and profit for their object, as
well as all associations whatever, whether established for edu-
cation, religious or any other legal purposes, if they consist i
of more than six members, are permitted to avail themselves
of the benefits of the act. There are two classes of companies
omitted from this bill. I say so with regret, but it has been
done in adherence to the principle on which the measure has
been framed—to confine ourselves to the amendment of the
Joint-Stock Companies Act, and to the application of
limited liability to large and small partnerships in the most
manner, without interfering in difficult questions
such as those connected with banks. Banking companies
have an act of their own, and therefore we do not propose
, t
should have wished to apply the same law to all compates.
(Hear.) The second exception, which I also regret, relates
to insurance companies, which have been omitted in defer-
; ence to opinions that we are bound to respect. I do not
think that the provisions of the bill will ever be applicable to
companies established on the principle of mutual insurance,
which are not joint-stock companies at all, but I am con-
vinced-they might be applied with advantage to other kinds
of insurance companies. We have omitted them, however.
in deference to the opinion of a select committee of this
house, which sat on the subject some years ago, and which
declared in its report that the business of insurance com-
panies differed so much from that of ordinary companies that
it was desirable to repeal all the provisions of the Joint-Stock
Companies Act, so far as they related to insurance societies,
and to deal with them in a separate measure. I will now
state how the company is to be formed. We abolish the
present system of registration, and every company affected
by the act is to sign a document which they call in America
" a certificate of deposit," but which we propose to call a
" memorandum of association and registration." That docu-
ment is to be signed by at least seven shareholders ; it is to
contain the name of the proposed company ; to state the ob-
ject of the company ; whether it $s to be limited or unli-
mited; the number of shares into which it is to be divided;
. and, if the company is limited, the word " limited" is to
appear. That document is to b 3 filed with the registrar,
and upon its being filed the company is to be entitled to
registration, from which it follows that it is incorporated
and possesses all the privileges of a corporation, with the
right of suing and being sued. The next step relates to the
deed of settlement. We have prepared and appended, in
the schedule of the act, the bylaws of a company, which we
call the " articles of association." We have taken them
from the ordinary rules adopted in joint-stock companies,
and have applied to them the principles of the Railway
Consolidation Act. When those articles appear to be appli-
cable to a company, they may be adopted bodily without any
expense ; but if it should turn out that those rules are not
applicable to a particular company, the company will have
the power of filing a document with their memorandum of
association, either specifying the whole code which they have
agreed upon, or enumerating such of the rules as they do not
adopt, and giving those which they substitute for them.
There is no compulsion, therefore, in the matter. We leave
companies to form their constitutions as they please; but if
the constitution provided by the act be suitable to the pro-
• meters, they will have the advantage of being able to adopt
it without expense. Next, as to the register of shareholders.
The present mode of attempting to keep a register by means
of the public registrar has, as hon, gentlemen are no doubt
aware, entirely failed. We propose, therefore, that the com-
panies shall be compelled, themselves, under penalties, to keep
a register of their own shareholders, which shall be accessible
to the public at reasonable hours; and that that register shall
be conclusive evidence as to who is a shareholder and who is
not. This will enable us to get rid of all those embarrassing
questions as to what constitutes a contributory, which are fre-
quently found to be so perplexing in winding up cases. The
clauses as to the management of the company I pass over, be-
cause the management we leave to the companies themselves.
Having given them a pattern, the State leaves them to manage
their own affairs, end has no desire to force constitutions upon
these little republics. We require, however,' that a balance-
sheet, which shall contain certain items, shall be filed every
year with the Registrar of Companies ; and, as we prescribe
a form, we shall at least succeed iu obtaining an uniform
sheet, so that the shareholders will be able to compare the
accounts of succeeding years and to gather some informa-
tion from them. (Hear, hear, hear.) I now come to a new
clause, which I hope may be found to be of gis at bene-
fit to companies in distress. It shall be lawful for share-
holders holding one-fifth part of the shares of any com-
pany to apply to the Board of Trade, at their own expense,
to have the affairs of the company inspected; and the Board
of Trade may, according to their discretion, appoint inspectors
to investigate the affairs of the company, and to m site a re-
port, which report shall be the property of the persons who
pay for it. This proceeding will not necessarily be attended
with any publicity. It is borrowed in some degree from the
New York code ; but there is this difference, that in New
York the application is made to a court of justice, and there-
fore involves, as a matter of course, publicity and expense;
whereas we propose that the application should be to the
discretion of the Board of Trade, and it will not necessarily
entail either the one or. the other. This is a very important
provision, and it will do more, I believe, to remove the real
grievances under which shareholders labour than any restric-
tions that could be imposed upon the formation of companies.
(Hear, hear.) We propose to repeal the existing Winding-up
Act, which has not worked very satisfactorily, and to replace
that act by a new one. The following are the terms upon
which we propose that a company may be wound up :—A
company may be wound up by the Court whenever it is un-
able to pay its debts, or whenever such winding up shall be
for the benefit of the shareholders. ' It shall be taken to be
" for the benefit of the shareholders " whenever three-fourths
in number of the shareholders, holding half the capital, de-
clare so in public meeting assembled ; whenever the cosnpany
does not commence or suspends its business for the space of a
whole year; whenever the shareholders are reduced in num-
ber to less than seven ; or whenever it is declared by the
Court that it is for the interest of the shareholders, and not
injarious to the public, that the company shall be wound
up; and a company shall be taken to be "unable to pay its
debts" whenever it neglects for three weeks to pay a debt
with respect to which a notice has been served, or whenever
execution has issued upon a judgment decree. The applica-
tion for winding up is to be by petition. Both parties wi'l
• appear before the Court, (and the case will be beard and
decided ; and the Court frill be empowered to order either
that the company be woundsup absolutely, or that it shall be
wound up unless its debts be paid within a certain time.
This may appear to be a rather summary proceeding against
companies, but it mast be remembered that we propose to
abolish the right of suing individual members of companies,
and to require that suits shall be only brought against the
companies themselves. In fact we make these companies cor-
porations, and we endow' them with the attributes of corpo-
rations. This is an alteration of the law of considerable im-
portance, and I think that it is jnsL Med by these considera-
tions :—Suppose a company of large capital, it is clearly fot
the interest of everybody that, if it cannot pay a debt of 50/.
it should be wound up, and I think that there can bone harm
in winding up a company so Summarily when we look at the
analogy of the bankrupt laws." The fact of lying in prison for
21 days without paying a debt is an actor bankruptcy, and
we propose that the non-payment of a debt for three weeks
shall be an act of bankruptcy in the case of a company. When I
aid= Is unableto pay his ca 'editors in full they lave a kind:,
__.

of joint interest in him : the failure of their absolute rights
sets up relative rights and makes them a sort of quasi corpo-
ration ; but in the case of a company not only the creditors,
but the shareholders also become a quasi corporation, and the
bankruptcy principle is doubly urgent and calls doubly for ap-
plication. (Hear, hear.) In the case of companies, with either
limited or unlimited liability, it is desirable for the general
good that a credi or should be prevented from the assertion
of his private rights when the whole body of creditors have
an equal interest in recovering from the 'company. Under the
circumstances, therefore, I apprehend it would be wise to de-
prive parties of the power which they now p ssess of suing
individual members of the corporation, but in order to com-
pensate for that we ought to give them a more summary and
compulsory remedy against the companies in their corporate
capaeity. It is also proposed that a company should have the
power of voluntarily winding-up' its affairs whenever 3-4ths in
number of the shareholders, assembled at any extraordinary
meeting hold for that purpose, and holding not less than
one-half in the capital of the company, should pass a
resolution for that purpose. And it is likewise proposed
that this part of the act shall apply to all joint-stock com-
panies, so that there shall be one uniform law with respect to
such companies, whether formed before or subsequently to
this act. I understand the hon. member for Paisley, who
was such a strenuous opponent of the bill of last session, has
expressed a wish to know to what extent the Limited Lia-
bilities Act has been made available in the commercial world.
I am afraid I should find it difficult to satisfy the hon. gentle-
man by any answer I may give him. Suppose I were to say
that very few parties have taken the benefit of the act, the
reply of the hon. gentleman, no doubt, would immediately
be—" Yes, so I prophesied; your wretched principle has
broken down." If, on the other hand, I were to tell the hon.
gentleman that a great many parties have availed themselves
of the provisions of the act, he would, no doubt, with equal
earnestness exclaim, " Here is the beginning of the end ; here
is your splendid scheme ; hero is a vast commercial ruin !"
Therefore, sir, I cannot give thehon. gentleman any sangaine
h gee as to the operation of that act. But I will state to the
house what has been done. The number of companies which
have been provisionally registered under the Limited Liabi-
lities Act is 121, of which three only have failed. The corn•
panics provisionally registered before the passing of the act,
or which had taken steps to be registered, were in number 13,
of which only one failed. The whole number of companies
which have applied to be registered under the act is not less
than 142 ; but the recent commercial crisis has prevented
many of them from paying up their capital, and many others
have been, from other causes, unable yet to carry out their
objects. Having, sir, now gone through the various provi-
sions of the bill, I would observe that, if any hon. gentleman
thinks that in this measure we have gone too far in leav-
ing men to their own individual will and wishes, and that we
have done in the way of Government interference too little,
I hope he will remember this—that, among all the Govern-
ments that ever .existed in the world, probably, there has
never been one which erred on the side of giving too much
freedom to commerce. In the glorious reign of Louis XIV.,
when Racine, Cerncille, Fenelon, and Bossuet flcurished and
adorned the age, commercial men were so grossly ignorant of
the true principles of commerce that the French Government
actually prohibited the manufacture of goods except of cer-
tain patterns—more especially of textile fabrics ; and those
things which were not made according to the prescribed form
were nailed to the pabl c gallows. That ought to teach us
how cautious we should be in placing confidence in, or being
led by, the authority of any man apart from principle ; it
ought to teach us how much those matters which we have
been in the habit of regarding as sure and certain are the
effects only of prejudice, and it ought to make us more an-
xious to do honour to the principles ou which all human
transactions are founded. (Hear, hear.) When the politi-
cal economists say "Laissez faire," they do not mean to say
" Leave all matters to blind chance ; let everything go on as
it may." What they mean by laissez faire is that we aro
not to interfere with human laws where other laws are so
much wiser. Man, sir, with his free will, his caprices, and
his errors, is as much under the rule and government of a
natural law as the planet in its orbit, or as water, which
always seeks its level. Those laws, planned with wonderful
sagacity, have the power of correcting and of compensating
errors, one extreme invariably producing another, dearness
producing cheapness, and cheapie ss dearness ; and thus the
great machine of society is constantly kept oscillating to its
centre. These are laws not made by a House of Commons ;
and before any Legislature steps in and attempts to correct
them, it would be well that it should consider whether any
human wi dom can with advantage interfere and devise for a
complicated state of things a better code. Who could have
imagined it possible that a state of society resting on the most
unlimited and unfettered liberty of action, where everything
may be supposed to be subject to blind free will and arbitrary
discretion would tend more to the prosperity and happiness of
man than the most matured decrees of senates and,of States ?
These are the wonders of the-science of political economy, and
we should do well to profit by the lesson which that science
has taught. That lesson is comprised in the words of your
committee :—" To interfere with and abridge men's liberty,
and to undertake to do for them what they can do for them-
selves, is really lulling their vigilance to sleep and depriving
them of that safeguard which Providence intended for them,
and instead of acting as we ought to do, as their guides and
instructors, we are helping fraudulent men to mislead and
delude them. (Cheers.) The right hon. gentleman 'con-
cluded by moving for leave to bring in the bills.
Mr. COLLIER expressed his thanks to the right hon. gen-
tleman for the extremely able and comprehensive speech
which he had just delivered on a subject of the greatest com-
mercial importance. This was one of two measures in con-
nexion with law reform. It was a measure of a right sort,
and he wished there were more of them. It was founded on
an intelligent and intelligible principle ; and it carried out
that principle. As far as he understood the object of the first
of the two bills, it was that the man who contracted a debt
should pay it and no one else. If a man sold goods to A,
knowing nobody but A, then A alone should be compelled to
pay the debt. But. the law, as it present existed, said that
if B had furnished A with means to carry ou his business, B
might receive interest on his money at a rate, however, usu-
rious, without incurring any liability; but if, instead of re-
ceiving interest, he received a portion of the profits of A,
that then he (B) should be liable for A's debt. Why should
this be I It was impossible to distinguish between the two
modes of remuneration. And was it not far better that a
man should be allowed to share in the profits, whatever they
might be, than to receive from the trader a certain amount of
interest, whether the profits would admit of its payment or
not ? The second bill related to partnerships, and its principle
affected all associations known under the denomination of
joint-stock companies, such as railways, dock companies,
and other enterpries, in which a large amount of ca-
pital was invested. Strange to say, these companies, instead
of being looked upon as a great national good, had been re-
garded as public nuisances by our courts of law ; and although
they had been recognized by the Legislature they were sub-
jected to many severe restrictions. The bill now introduced
would put all companies on the same footing, and the great
principle of the bill was that any number of persons were at
liberty to associate, provided they gave notice of the terms
on which their company was formed. This was a valuable
principle, and he begged to renew the expression of the great
satisfaction with which he had heard this comprehensive mea-
sure propounded by the right hon. gentleman.
Mr. MALINS observed that the subjects which had been
suggested by the right lion. gentleman were of the highest
importance as affecting the commercial well-being of the whole
community. The bill passed last year was so erroneous in its
construction, so fraught with restrictions, that he rejoiced ex-
ceedingly to find that the right hon. gentleman had taken the
earliest opportunity of repealing it. The right hon. gentle-
man appeared to have arrived at just principles, that men
should be perfectly free as to the contracts they might choose
to enter into, but it was the duty of the Legislature as far as
possible to give the kreatest facilities for ascertaining what
those contracts were. With the principle of the first bill
propounded by the right hon. gentleman he (Mr. Mathis) en-
tirely concurred, believing that a proper course was taken in
overruling, by Legislative enactment, the absurd decision iu
" Waugh v. Carver." He rejoiced that the time had arrived
when the rational principle would be adopted—that a man
should only have that for which he contracted. He
thought it most reasonable that facilities should he
afforded for loans. The usury laws, as far as related to land
had been repealed with the general concurrence of the na-
tion, and, having removed those restrictions as to the rate of
interest, irrespective of the nature of the security, it was
a proper consequence that a man should be allowed to place
his money in commerce upon the same principle. With re-
spect to the greater measure relating tojoint-stock companies
the right hon. gentleman had explained it with groat clearness
and detail, and he (Mr. Malls's) would be r ady to give his best
assistance to carry the general principle it embodied. As to
some of the details some difference of op nion might poss bly
arise, and upon two or three points he entertained considerable
doubts, which he should take another opportunity of stating.
Ho would just mention that, while concurringin the propriety
of compelling each company to possess a register or its own
shareholders which any person about, to deal with them could
inspect, he could not agree with the right hon. gentleman that
inch register should be accepted as conelw-ive evidence.
There might be mistake, and even fraud, and, if a man's name
appeared erroneously upon a register, it would be great injus-
tice to resider him thereby liable for the debts of the company.
With regard to the great question of winding up, he would
observe that since 1848, when the Winding-up Act first
passed, that measure had caused more litigation and more ex-
pense than any other subject of discussion in the courts of law,
and he might add that never had there been an act which had
led to more injustice through misconception. A great por-
tion of the litigation had arisen from the construction placed
upon the act by Lord Chancellor Cottenham overruling the
decision of that distinguished judge the then Vice-Chancellor
Kn'ght Bruce, who had held that the act did not apply to
those abortive companies which had attempted to construct
railways. The overruling of that decision led to litigation
for ,ears in order to settle who were contributors, and after
all the time and expense the matter was settled upon a
simple paint. In the case of a company such as the mea-
sure of the right honourable geutleman was intended to
apply to, if it were desired to wind up, and there had been
a fair and just course pursued, the bill, he believed, would
work admirably, removing the imperfections which at pre-
sent existed. He concurred fully in the principles of the
bill which abolished the right of suing individual mem-
bers of companies, and that, when a company was un-
ab'e to meet its engagements, or delayed discharging its lia-
bilities when called upon, that,should be taken as evidence of
Its being unfit to continue in operation, and should render it
liable to be wound up. He presumed it was the intention of
the right hon. gentleman to refer such cases to the court
which had now the conduct of them, and that their accounts
of the assets of the company and its liabilities should betakenan d the ftorme
hd
i wasrateablyer calculated t
distributedo produce among the creditors. He
believed the
if the rinciple were carried out to the extengti
confer the greatest
hon. gentleman proposed to do, he would
e fetters
boon on the commercial community by removing
ltlih ible and
which bound it and rendering its future course intelligible to
upon details,
safe. He would not dwell longer at that moment P
nof the right
but, repeating his concurrence with the objecthe
would feel great
Vice-Presidentattain attaining that
hen. gentleman, he Could only add that .weahtiegheettile ieeguht,
pleasureobjLe
aetrd. Gi
on
Do
Ell
R'ecinegil hbiesglegeesdt
heanks for the measures
of the Board of Trade his
b •seit:of course his opinion upon
which he had proposed, rese rvin,, h
l'd
i regrettedtYfor
the existiog Joint-Mock
Liability Act was based upon
views, however, were now entirely
Companies Act.
His entertained thatobjection. The
confining
changed, and he no
shoulddet a is
eiunr
itvi le
.11
Last bettor
ye a
to.
hp po ohrat
toasosiff7tocetheies
l pi trye
steon olian,tv? taone lac
companies was,
the reedit hon. gentleman proposed to re-
that imperfection
epee role el-Mint eodfritahbei
consolidating into one statute, as now proposed, the
by move. A. complete reform would, in his opinion, be effected
liability and
bjoint-stock companies, and
onfounded with the tin-
confining the adtvhaentiamg
kming legislation which led to the repeal of an act in the
in another and very different form. (Elear, hear.) Last
very next session after it was passed, and to its enactment
session he proposed an amendment to the Limited Lia-
bility Bill, that there should be no limit to the shares of
lawssuch of
companies; he was then opposed by the Government,
but he was glad to find they had now adopted his view.
Without pledging himself to the whole measure, he felt
fmlietteurde
bound to give it his most cordial support, believing that,
when passed, it would be a worthy monument of the tom.

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