The Sun.
London, England, 1866-10-25 00:00:00

SPIRIT OF THE PDBLIO JOURNALS.

TIMES. —Sir Morton Peto has been down to Bris-
tol, and has delivered to his constituents a very long
but by no means luminous explanation of his tran-
sactions in the matter of the London, Chatham, and
Dover Railway Company. As the proceedings com-
menced with a promise to Sir Morton of something
better than an impartial hearing, and as they con-
cluded with an emphatic declaration from one of the
authorities present that a railway could not be made
out of nothing without some breach of correctness
and propriety, the public at large will probably be
disposed to attach little weight to the resolutions of
the audience. More important matter should be
found in the deliberate statement made by Sir Mor-
ton himself, but we are compelled to say that the
questions at issue are obscured rather than eluci-
dated by the involved and prolix exposition before
us. The best that an ordinary reader could make
out of it, if he made anything at all, would be that
in Sir Morton's opinion there were people who were
more to blame than himself. However, as Sir Mor-
ton courts attention, we will endeavour to show
him what it is that the public desires to know, and
what it is that he, if he wishes to exculpate himself,
should more clearly explain. The explanation, in-
stead of occupying three columns, might be con-
veyedin as many paragraphs. On the 17th of De-
cember, 1863, the finance committee of the London,
Chatham, and Dover. Railway Company passed a
resolution to the effect that as regarded future
financial arrangements Sir Morton Peto should be
invited to attend all the meetings of this committee,
to assist the directors with his advice and counsel.
This invitation Sir Morton accepted, and as we must
needs conclude, placed himself by so doing in the
position of financial adviser to the company. On
the duties of this office, in fact, he entered without
an hour's delay, obtained from his clients a " com-
plete analysis of their financial condition, and pro-
ceeded to give them his advice under the cir-
cumstances disclosed. The company owed some
£1,250,000 on the securities known as Lloyd's
bonds, which securities took precedence of all
other claims upon the property. Virtually, in
fact, there was a first mortgage on the line to
this extent, and Sir Morton judged that this encum-
brance must be cleared off before the company could
go into the market to borrow any more money.
'Phis advice he now says' he is prepared to stand by,
as being of " a sound commercial character." Very
good ; but how was the clearance to be effected ? It
does not require much commercial ability to see
that money cannot easily be raised on property
pledged already, and that the best way to " re-
establish credit" is to discharge debts. But in
what manner were the debts to be discharged? Sir
Morton says quite truly that the directors could not
as honest men go into the market to borrow money
on debentures when the lenders would not be aware
of their position, and. he argued with equal truth
that thejudicious course was to relieve the company's
property of its encumbrances, so that it might be
fairly pledged; for further advances. Less experi-
enced financiers might have said as much as this,
but then came the
,real question—How was the
thing to be done ? Sir Morton advised the com-
pany to create £1,500,000 of ordinary stock ; on
which, when £750,000 had been actually paid up,
£500,000 could be borrowed by an issue of deben-
tures, the outstanding claims on the score of Lloyd's
bonds being paid off out of the proceeds. But where
were the subscribers to be found for the stock ? No
doubt, if people would come forward and take shares
to this amount in the encumbered concern, it
would greatly improve the position of affairs, but
were they likely to do so any more than they were
to take debentures? In point of fact,they did not,
or, at least, they were not asked to do so. This
large amount of stock was " created " by simply
placing so much paper in the hands of Sir Morton
Pete himself. Sir Morton then took it into the
City, and by lodging it as security for loans raised
money enough to pay off the Lloyd's bonds. The
company, therefore, no longer. owed the million
and a quarter on those securities, but it owed the
money with which those securities had been called
in, and was not, so far as we can see, in any better
condition for raising money fairly in the market.
Sir Morton was distinctly accused of an over issue
of debentures, in that, whereas he received from the
company so much money wherewith to clear off old
debentures for which new had been issued, he ap-
propriated part of it to other needs of the company,
and so left old and new debentures to that amount
outstanding together. As we understood him on a
former occasion, his defence was that the purpose to
which he did apply the money was more urgent than
the purpose to which he should have applied it, and
that the company owed him thanks for the service.
But as far as we can now apprehend his explana-
tions, presuming him to be speaking of the pine
transaction, there was no legal over issue whatever,
nor was the public in any degree wronged. He tells
us that he took some documents." he could not call

them debentures"—and lodged them with a finan-
cial company among other securities ; but that they
had not the force of a statutory document," nor
were they, indeed, " documents which were in force
as against the company." By this we understand,
that although debentures were, in consequence of
proceedings, outstanding in excess of the legal limit,
some of them were so informal, so imperfect, or so
defective that they could not be regarded as genuine
debentures at all, and that therefore there was not
really any over-issue of valid documents. On this,
however, we must ask, what, then, was the nature
of the security which they conveyed to the financial
company ? How was it that this company received
in pledge for money lent documents which had "no
force" against those who issued them ? Somebody
must have come off poorly in such a transaction. If
Sir Morton Peto wishes to attain as favourable an
opinion from the public as his Bristol friends were
already provided with before he opened his lips, he
must understand that it can be earned only by dif-
ferent arguments from those which he here employs.
It is no justification of a transaction to say that so-
licitors allowed it ; still less to say that other people
have done the same, or that nothing under the cir-
cumstances could have been "done better. The Lon-
don, Chatham, and Dover Railway Company may
have been in desperate straits when Sir Morton was
enlisted as its financial adviser, but this position he
accepted and retained, and he cannot be held as ir-
responsible as he claims to be for its financial ar-
rangements.
POST.—The appointment of Mr. Rolt to the office
of Attorney-General shows that Lord Derby, in the
distribution of legal patronage, is disposed to pay
greater regard to professional qualifications than to
political services. The office of Attorney-General,
which places its holder at the head of the bar
although rich in emolument, carries with it duties
which are equally laborious and responsible. The
Attorney-General is not only the authority in whose
name important criminal and civil proceedings are
instituted, but he acts as the chief standing counsel
of all the public departments, and not unfrequently
as the adviser of the Cabinet as to the mode and
manner of giving effect to a particular policy. He
ought to be equally well acquainted with inter-
national law as with every branch of English
municipal law. When cases occur like those of the
Cagliari and the Trent, the Attorney-General, in
the first instance, gives the advice on which the
Ministers of the Crown act. It is therefore a matter
of the highest importance that the person selected
for the office should possess that legal training and
those legal acquirements which would enable him
with comparative ease to master every branch of
jurisprudence, and always be ready to give sound
and safe advice to the Government of which he is a
member. We cannot speak of Mr. Rolt's qualifica-
tions either as a common or as an . international
lawyer, but he is beyond question an equity lawyer
of great learning and experience, and he has
given abundant proofs of a capacity which will
enable him to deal satisfactorily with the multi-
tudinous questions which daily engage the atten-
tion of the chief law officer of the Crown. Lord
Derby, therefore, could not have made a better
selection, althougb perhaps the members of the
common law bar may treat as a grievance the pro-
motion of Mr. Rolt over the head of the Solicitor-
General, Sir William Bovill, an able common
lawyer. The practice has undoubtedly been, at
least in modern times, to appoint a law • officer of
the Crown from each branch of the profession, and
to permit the process of promotion to go on so long
as this rule was observed. Thus, when Sir Alex-
ander Cockburn became Lord Chief Justice of Eng-
land, Sir Richard Bethell became Attorney-General,
and a common lawyer was appointed Solicitor-
General. It has, however, sometimes happened
that two equity lawyers have held the offices of
Attorney and Solicitor-General. This was the case
during a portion of the Duke of Wellington's Ad-
ministration, when Sir Charles Wetherall and Sir
E. B. Sugden were law officers, and more recently
when Sir John Romilly and Sir W. Page Wood
held similar appointments. Occasionally two com-
mon law lawyers have been selected, as when Sir
Frederic Thesiger and Sir Fitzroy Kelly were At-
torney and Solicitor-General under Lord Derby's
former Administrations. It is .stated that Sir
William Bovill accepted his present office on the
understanding that if the Attorney-Generalship fell
vacant an equity lawyer would be selected to fill
that appointment, and if.this be so neither Sir Wil-
liam Bovill nor the common law bar can have a
right to treat as a grievance an arrangement which
has been solely made with a view to the public ser-
vice. Mr. Rolt has for several years represented
West Gloucestershire in Parliament. He is a Liberal
Conservative in politics, but he has never taken an
active nor distinguished part in the discussion of

general or professional questions. He certainly has
not aisled the cause of law reform ; but this indiffe-

rence may be attributed to his enormous court
business, which his new office will at once double.
Next session the public may reasonably expect to see
a bankruptcy bill, as well as a measure converting
the Land Registration-office into a Landed Estates
Court. The competency of Mr. Rolt to deal with
the legal bearings and details of such bills cannot
be doubted, but whether he has sufficient energy
and strength to conduct them through the
stormy debates of the House of Commons remains
to be seen. It may be hoped also that the new
Attorney-General will direct his attention to a
matter connected with the Court of Chancery which
requires early and careful consideration. In conse-
quence of the many disastrous failures of joint-stock
companies which occurred during the late panic, the
Judges' Chambers in Chancery are overwhelmed
with winding-up business. During the vacation
most important questions respecting the making and
e
enforcement of calls have been settled by the Chief
Clerk. The Chancery Amendment Act of 1852 t
which abolished the Masters, never intended to sub-
stitute for those officers gentlemen of less profes-
sional standing and experience. Chief Clerks now
exercise judicial functions, not only in winding-u?
cases, but in Chancery business generally. Tbo
was never contemplated by the Legislature, and when
the circumstance was brought before the House of
Commons several years ago the late Sir James
Graham and Mr. Henley, two members of the
Chancery Commission, stated that the intention of
the framers of the act was that the Chief Clerk.
should only make preliminary inquiries, and that if.
the judicial staff of the court were not sufficient it
would be infinitely better to appoint an additional
Vice-Chancellor than to have judicial business con-
ducted by inferior officers. The state of the wind-
ing-up business must soon force itself upon the con-
sideration of Parliament, and we commend this
question to Mr. Rolt, who is specially qualified to
deal with it. Mr. Rolt's career at the bar afforqo
another example of the success which almost uni-
formly attends ability, perseverance, and industry
He was called to the bar by the Society of the
Inner Temple in the year 1837, having previously
studied in the chambers of the late Mr. Sutton
Sharpe. His merits were at once recognised by the
solicitors, and from the day of his call he may, be
said to have enjoyed a large and increasing practice;
He owes his success entirely to his own exertions, anc!
not to any of those adventitious circumstances of
birth and connections which sometimes give undue
prominence to mere mediocrity. While he may bet.
congratulated upon having reached a position of wll,lOll
any man may be proud, the country and the Cin;
vernment may be congratulated on having secured
the services of so able and distinguished a law
officer.