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

THE SUN, LONDON; SATURDAY EVENING, PRI3RITARY 2, 1856.

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yielded to Getrinanism and let him off so easily at
such a time, rand under such circumstances. The
preparations so grossly neglected for two years
have at leng th been completed. The much-
required gun-boats at length are forthcoming.
Something may this year be effected in the Baltic to
retrieve our naval reputation, not forfeited by any
deficiency on the part of our sailors, but impaired by
the apathy and indifference of the Board of Ad-
miralty. No Englishmaa doubts the accuracy
of what fell from the Ministers in both branches
of the Legislature, to the effect that "we should
be justified in expecting that another campaign
would result in successes which might perhaps
entitle us to require--perhaps enable us to obtain
—even better conditions than those which have
been offered to us." Why, then, did we accept
those conditions, contrary to the wishes clearly
and unequivocally expressed of an overwhelming
majority of the people of Great Bri-
tain ? We do not blame Lord PALMERSTON
or Lord CLARENDON for this untoward result.
The mischief is deeper seated, and may, unless
averted in time, lead to consequences very preju-
dicial to the safety, honour, and welfare of our
dearly-beloved SOVEREIGN, and her dominions,
and her people.

Mr. LOWE is not only a zealous and energetic,
but a cautious and prudent legal reformer. It
was on a question of the amendment of the law
that he first acquired the Parliamentary reputa-
tion which he has since so well maintained, and so
greatly extended. It was impossible that he could
find a better subject to deal with than the Law
of Partnership, or one that afforded clearer scope
for his efforts at improvement. The English Law
of Partnership—the inflexible determination to
make every man who advanced a single shilling
in any business on condition of obtaining any
share of the profits responsible with his
whole property—has excited the astonishment
of other nations, while it has acted most preju-
dicially for the best interests of the commercial
community. The extraordinary principle thus
established, which rendered unlimited liability
the result of any investment of capital save
at a fixed rate of interest—which strove to make
it the inevitable consequence of any partici-
pation of profit, was not the result of legislative
consideration. It was what may be emphatically
termed, " Judge-made law"—the overruling of
wiser decisions that had previously been recog-
nised. Nor was it merely with respect to capi-
talists that the prohibitiou operated. Clerks or
servants could not be remunerated for their ser-
vices by any share of the clear gaius without
being liable, both in person and property, for all
the debts of the firm, in the management whereof
they exercised no control.
All these consequences arose from the judgment
of the Court in WAUGH V. CARVER (2 H. Black-
stone, 235), fwonounced so lately as 1793, and
founded on an erroneous interpretation of the
case of GRACE V. SMITH (Blackstone, Rep. 998),
which not only was not an authority in favour of
the view subsequently taken, but altogether
opposed to it. On this point Mr. Commissioner
FANE-and it is impossible to find a more
unexceptionable witness—in speaking of this
strange provision of the law of Partnership,
says, " I was so startled and amazed that [ set
about tracing it to its source, and then I dis-
covered that it had, properly speaking, no foun-
dation at all. I traced, it to a case decided in
1793, on the alleged authority of a case decided
in 1775, which last not only did not affirm, but
actually negatived, the liability of the alleged
partner." Indeed Chief Justice DE GREY and
the three Puisne Judges ruled in favour of the
defendant. The experiment was several times re-
peated, but always with a similar result ; until,
in 1793, Walsall v. CARVER was decided, pro-
fessedly on the authority of GRACE V. SMITH.
We see, then, that in dealing with this impor-
tant question we are not overthrowing , any of
the ancient landmarks or constitutional doctrines
of our commercial law; but merely getting rid of
A vicious precedent, which rested altogether on an
erroneous and defective foundation. It might,
however, be supposed, from the outcry made by
some of the advocates of the condemned law, that
Parliament was required to abolish the stronghold
of mercantile security, and to expose our trade
and commerce to a torrent of fraud and systematic
deception. Although, apart from prejudice, it
would be difficult to find how the advance of a
sum of money, by a dormant partner, whose name
was not even known to the creditors, and who for-
feited any claim to a dividend, until they had received
twenty shillings in the pound, could lessen the
stability of the firm merely because he was to be
remunerated for the use of his capital by a pro-
portion of the profits, while the money lender,
who bargained for 30, 40; 50, or even (10 per
cent. certain, might notonly escape with impunity,
but would be entitled to prove his claim, not
only for the money advanced, but also for the
enormous and ruinous rate of interest agreed on.
Last season the propriety of a change received
the Legislative sanction. The Limited Liability
Bill was hurried through both Houses, even at the
last moment, while the Partnership Amendment
Bill the twin measure, involving the same
principle was permitted to share the an-
nual " Massacre of the Innocents." The
result of the indispensable haste was, that naary
miscalled amendments were reluctantly aceep'sed,
and a temporary enactment only carried, cpen to
many grave and serious objections. We rejoice
to find that Mr. LOWE has resolved to deal with
the entire subject, of which he has taken a very
!ergo and comprehensive view, and that he pro-
poses to repeal the Act of last Session, as well as
the Joint-Stock Companies Registration and
Winding-up Acts, wed to establish in their place
a complete code, contained in two bills, which he
last night obtairsed leave to introduce. One of
these measure% relates to private partnerships,
to which the privilege of limited liability
will be extended on very fair and reasonable
terms. The other will regulate the incorporation
and proceedings of Joint-Stock Companies, Bank-
ing and Insurance Companies being excluded from
the operation of the act. The principle now ad-
of unlimited
vacated is " the freedom of contract and the right
association." It is the necessary corol-
lary to themeasures
calculated to produce " unre-
stricted competition
or free trade," and we heartily
thank- the Vice-President of the Board of Trade
for the handsome instalment of justice which he
has tendered to the commercial interests of the
nation, which strike so ma •
DY galling fetters from
trade, 4nd promise to place it in a
condition than it has slasupie far more healthy
d
for many years.
femssee..r

Without predicating the guilt or innocence of
i
any individual or b(ady of individuals, at home or
abroad, we say the mystery of the Fall of Kars
eaunot be it abject-x.ld to too searching au leves.tiry
za
tion, or be exposed too thoroughly. Oar desire,
and, we trust, the desire of all who comprehend
the importance of that disastrous event, is not to
inculpate individuals
,on mere suspicion, but to
detect the veritable culprit or culprits, and ascer-
tain as precisely as possible the degrea of crimi-
nality attaching to each. Anything short of the 1
aeomplishment of this will be of little service to 1

the interests, the honour,. and the glory of the
nation, and the cause of the Allies.
In the first place, it will be necessary to ascer-
tain—as Mr. DisaAELI seems bent on doing—
whether the Turkish Loan, or the required pro-
portion of it, was transwitted in due time to the
Turkish Treasury, so as to be available for the
relief of the fallen fortress. In the second, the
conduct of the Turkish Government, of our Am-
bassador at Constantinople, and of the Allied Ge-
nerals, including OMER PACHA and SELIAI PACHA,
together with the instructions sent by our Go-
vernment, will have to be rigidly inquired into.
Ugly and conflicting rumours are current, and, in
mere justice to all parties, the truth must be
elicited. It is said that the loan did not all reach
the Turkish Treasury, and what did arrived too
late to be of real service. That our Ambassador,
in the wanton indulgence of a disreputable pique,
cared more that General WILLIAMS should fail
than that the cause of the Allies should triumph
or suffer serious loss in Armenia, and consequently
mocked that general's entreaties. That OMER
PACHA was sent too late, and too ill supplied to
be of service, and did all he could under the
circumstances. That he was not too late, nor
ill. supplied, but that he had no heart fur his
task. That SELIM PACHA, bribed by Russian
gold, played the traitor, and lured the garrison
to fight on until nothing was left them but to sur-
render. That the said Pacha was merely inca-
pable. That he did all he could be expected to
do. That the real culprits, or the grand culprits,
are to be found in this country. That Kars was
suffered to fall because of " instructions from
home." That our Ambassador says as much.
That Government is to blame, and especially to
blame, because such instructions were not the
result of their own want of judgment, but of
pressure from without, and that pressure from an
unconstitutional quarter. That an individual is
to be found in high position who has from the first
controlled the war policy of our Government in
the petty dynastic interests of Germany, to the
advantage of Russia, and to the humiliation, loss,
and dishonour of the Allie%, and that in the pur-
suit of that policy Kars was offered as a sop to
Russia.

The existence of so many and such conflicting
rumours—and the above aro not the whole—
bespeaks at once the immense importance of the
subject and the imperative necessity for a rigid
inquiry. Anything were better than this state of
doubt, for none but the guilty and the enemy can
at all profit by it. So long as it continues the
health of the alliance must suffer, and the cause
they are banded to promote also. There is treason,
foul treason, infamous treason somewhere, and it is
of little use winning victories in Europe to be
outbalauced by losses in Asia. The inquiry must,
we repeat, be pursued to the utmost, reckless
what the consequences may be to individuals, and
only careful to ascertain the truth. It is known
that troops in abundance were available for the
relief of the fallen fortress. That OMER PACIIA,
successful general though he was, was suffered to
continue in unwelcome inaction with the troops
under his command in the Crimea, when they
might have been employed with signal advantage
in preventing or breaking up the investiture of
Kars. That at the very last, when he was sent,
he was sent without due provision for the accom-
plishment of the task he was instructed to un-
dertake. That 'failing him, or in any case,
the services of the Turkish Contingent were
refused, yin d that corps suffered to re-
main idle from first to last. That Kars, after
incessant entreaties for relief, fell at lasi
by famine Lnd not by the sword, and need never
have been invested even had ordinary care or pru-
&ince been manifest. These thingsat the very least
are known, as well as the immense advantage of
►the possession of the fortress to Russia in the
pending negotiations, no less than as a strategic
point should the War be continued ; and these
being known, no suspicion can be rejected because
of its blackness, and none involved in the affair
be vindicated by their previous character and
present good conduct. Kars fell. Why was
it suffered to fall ? General WILLIAMS
surrendered when he had done all mor-
tal daring and ingenuity could effect.
Why were his entreaties unavailing ? The nation
of itself would have seen him exchangeJ, and
under no circumstances can receive, by way of
palliation, his release, for the loss of a great fortress,
of a campaign, of the many brave men of the gar-
rison slain, and of thel6,ooo who, though famine-
struck, marched proudly out, and yielded up aims
their failing strength would not suffer them longer
to hold, and became prisoners to an enemy they
had beaten ignominiously back, and who could
never alone have subdued them. The glory and
the reward of the betrayed garrk,on will never be
suffered to stand in the place of an exposure of
its betrayers.

The Duke and Duch Mgr, of
Richmond have arrived in
Portland-place,
from 'Goodwood. His -grace, we are
gla,l to learn, is in the enjoyment of improved health.
The Earl and Countess of Hardwicke have arrived in
town, from W'mpole Hall, for the season.
Visooonte,ss Palmerston will give her first assembly
this evenir,g,
at the Premier's private residence, on the
Terrace, Piccadilly. Her ladyship has cards out for a
. assembly, on Saturday next.
,rde Plenipotentiaries taking part in the negotiations
w'Jltarrive in Paris before the 20th.
Le Nord is reprinting the "Holly Tree Inn," the
Christmas number of the Household Words,
The Rev. G. R. Moncrieff, M.A., is appointed one of
her Majesty's Inspectors of Schools.
Horace Vernet has just finished his great painting of
the battle of the Alma.
Sir Andrew Agnew will, we hear, start for Wigton
on Liberal principles. The seat is rendered vacant by
Lord Dalrymple's retirement.
GENERAL REMOVES.—The Board of Inland Revenue,
by general order of the 21st ult., have extended the
period of the general removes of Excise officers from
four to six years.—Civil Service Gazette.
CHARTERS OF INCORPORATION.—It is notified in the
Gazette that the R3chdale and Staleybridge petitions for
the grant of a charter of incorporation to each of those
boroughs will be considered in the Privy Council to be
held ou the 6th of March.

prel!minary formality would take place to-day, and
indeed, that at the moment I write, it may be con-
sidered as a fail accompli. The names of the Ple-
nipotentiaries I have already communicated, and
they remain the same as when I wrote. Of the
Ottoman Plenipotentiary I can say nothing, as up
to last night the Turkish Ambassador did not
know whom his Government had selected. M. de
Nesseirode was most desirous of representing Rus-
sia on the occasion, but it is said, owing to strong
opposition on the other side, his wish will not be'
realised, and MM. Orloff and Brunow are the par-
ties definitively fixed on. I cannot say whether
the opinion which would attribute to the latter a
spirit of opposition to peace is well founded or not.
BOURSE, Feb. I.—The following were the quo-
tations :

Cash. fr. e.
4i per Cents 96 75
3 per Cents 7O 90
New Loan 73
Bank Shares 3275 Roman
Credit M.obilier 1540 Austrian
Relgian Fives — Spanish Threes
Piedmontese (5). B3 50 Home Debt
RAILWAYS—FOR CASEt.
fr. c. fr. 0.
Orleans
Northern
Lyons 1225 New Ditto BlO
Mediterranean l3BO Grand Central 640
Lyons Geneva 732 50 Tests
Cette 740 Austrian Com. ...... 857 50

End of Montb.
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