The Sun.
London, England, 1857-05-15 00:00:00

_

----•NEWS-Priii)_Eß
, it,','N,,_▪ \,_
the blok;, vouchers ~:trAl,,, ,
~(I.o,sArficit g to
such accounts they
in fact, the accounts v-4t6-44(40:V;784: - , aleti
the real financial st tit; eili4.. i c :4t A line.
The auditors were in AA 't 5..1 fake-
g..,,x4d4a
hood of that which they -'7 e r —s▪ - tit ne-
elected to avail themselve -tl mess of know-
ledge within theic ever. Now comes the ques-
tion of the crimin. ' z onsibility of the directors
and other officer,' e*- titr sr -erpoiektion„ Upon this
point no doubt eAll. 3.t
,t 1: 1", • must be re-
membered that tle rt i ''srliT ink was a
public company, incorporatect by ..,„ e,. - , -!- -.-e -
patent from the Crown under the provisions of the
statute to regulate joint-stock banks in England,
for the purpose of carrying on the business of
banking—a, business well known to the law, fortr -
in fact, a part of the " Law Merchant," of which
our c ants tike nonce, and In the right conduet of
which business, at least by en incorporated public
company, with transferable shares, which, subject to
the provisions in the deed, might be freely b eight
and sold in the market, I think it may be said the
public have an interest. The management- of the
business of such a company is, in truth, a in.atter of
generil and public concern. Again, certain duties
are imposed on the corn puny, its directors and oth"r
officers, by the Act of Parliament, and the charter
granted under the act ; and the provisions of the
(feral of constitution of the coinpany which are spe-
cified in the act, together with such otMrs as to her
Majesty shall seem fit, are require I by the act to
be set fur hin the letters patent. Well, then it is
laid down that a corporation may be indicted for a
nonfeasance in not carrying out the provisioes
either of their cells t ituting statute or of their charter,
or for a misfeasance consisting of an offence at
common law, not being treasonable, felonious, or
attended with vir deuce, or for an offence against a
statute, or against a prescriptive or chartered duty;
and where the corporation may be indicted the in-
dividuals who commit' the offence may be indicted
likewise (see Grant on Corporations, p. 281 ; an.l
see " Reg. v. Scott," 3 Q. 8., 547 ; " Reg. v.
Great North of England Railway Company," 9
Q. 8., 315 ; " Mayor of Lyme Regis v. Henley,"
2 Cl. and Fin , 331 ; and " Rex. v. Brizac and
another," 4 East, 164). If a statute forbids the
doing athing, the doing it wiifully, although with-
out any corrupt motive, is indictable (sea " Rex. v.
Sainsbury," 4 .T. R., 457) ; and if a statute enjoin
an act te be done, without pointing out any mode
Of punishment in case of default, an indictment will
de for disobeying the injunction of the Legislature
(" Rex. v. Davis," Say., -133). And, lastly, it is
clear that an officer may subject himself to a cri-
minal prosecution for breach of a public duty (see
" Bryce v. Belcher," 4C. 8., 866). I am aware that
where a public act regulates rights which are merely
private au indictment will not lie for the infringe-
' ment of those rights. But I consider that an incor-
porated public banking company is a corporation of
a public charact-r, and that the directors of the
company are public officers, holding . their office
under the Queen's letters patent, or derivatively
from such authority; and any infrinete-ment
of the act of Parliament, or charter founded on the
act, and under which such a company is established,
affects the public generally, inasmuch as any of the
public may buy shares in the company. The direc-
tors of such a company ought to be, and I think it
will he found that they are, amenable to the law
for their conduct as directors, and obnoxious to
punishment for not discharging, their duty. It may
perhaps he contended that, although the act to re-
gulate joint-stock banks directs that the deed of the
company is to be prepared according to a form to
be approved by the Board of Trade, and, in addition
to any other provisions which may be contained
therein, shall contain specific provisions for the
purposes specified in the act, still there are no vin-
dicatory enactments with reference to those provi-
sions, and the only prohibi,ory enactment in the
statute is that contained in the sth section, which
provides that it shall not be lawful for the company
to commence business until the deed has been duly
executed and all the shares subscribed for, and at
least half the amount paid up, &c. I think this
may easily be accounted for. It might be question-
able whether a violation of a provision as to the
time of commencing business, though contrary to
the terms of the charter would per se be illegal or
punishable, unless made so by act of Parliament.
There is no doubt it was a prudent condition requir-
ing half the amount of the capital to he paid up be-
fore commencing business ; still it would be difficult
to say that the breach of such a condition, without
showing a corrupt motive, would be indictable, in-
dependently of legislative enactment. But with re-
spect to the provisions which the statute requires to
be set forth in the letters patent it seems by impli-
cation to enjoin a compliance with those provisions,
and whether that be so or not I think an infringe-
ment by the directors or any other public officers of
the corporation, wnere such infringement did or
might operate to theprejudice of such persons as pur-
chased or might wish to purchase shares in the com-
pany, would be to the nuisance of the community at
large, and therefore indictable at common law.
In conclusion, let me observe that while
public confidence in the directors and offi-
cers of public joint-stock banks is essential
to the stability of such establishments, on the other
hand one cannot contemplate the mischief, misery,
and ruin which is produced by the sudden stoppeaLe
of a bank, without being sensible that it is equally
essential that the directors and other public officers
should ever remember that public confidence Can
only be insured by prudent management on their
part, and that they' should feel that criminal re-
sponsibili.y and severe punishment will attach to
any gross violation of the provisions of the charter
of their bank, and that the law is strong enough to;
reach such offences. It has been remarked that if
perseverance in wrong often appertains to indivi-
duals it much more frequently appertains to public
bodies, in which the disgrace of error or even cri-
minality of conduct belongs to so many that no one
is ashamed of the part which belongs to himself. I
think that the members of the governing body of
the Royal British Bank must have reposed too
much on a delusive belief that responsibility be-
comes infinitesimal by division. For the reasons
which I haVe given I feel it to be a duty incumbent
on the court to direct that the proceedings under
the bankruptcy he forthwith brougut to the special
notice of her Majesty's Government in the way
which I have already pointed out.

Mr. Linklater—Sir, on the part of the assignees
I 'am desired to express their deep sense of the
obligations they feel for the very prompt manner
in which your Honour has been pleased to prepare
your report, and it is to be hoped that its effect
will insure punishment for those who have entailed
so mucn misery to thousands.

Mr. Freshfield—S r, on the part of one of the
gentlemen whose examination will be forwarded to
the Board of Trade (Mr. Stapleton) I may perhaps
be allowed to say two words. I have only had five
minutes' notice to attend hereto hear Sour Honour
deliver judgmenr, or I should have communicated.
with Mr. Stapleton, who wished to make some ob-
servations. 1 have merely to observe that his ex-
amination has been confined to questions that
have been asked him. He desired to give as full
and true answers as possible, but the answers
to the questions do not convey a correct repre-
sentation of his conduct as a director in this
bank ; and that conduct would only have been
&kited by others being exAmined wbo were in the
bank long antecedent to his connexion with it,
officers of the bank, who were in it from its com-
mencement, who had the power of making commu-
nication to him ; and without their examination,
as the matter now stands, it does not, convey a cor-
rect representation of his conduct-. He would have
wished personally to explain that and much more,
but he is not here to-day, and therefore has not the
opportunity.
The Commissioner—I have already said Ido not
think it my duty to select any one in particular.
Mr. Freshfield—l am aware of that, Sir ; but he
would have wished to have been present to add
that to his examination.

Mr. Linklater—The less Mr. Stapleton provokes
discussion in reference to his conduct the better.
Mr. Freshfield—Mr. Stapleton is afraid of no
discuEsion ; and if more had been elicited the more
clear would his conduct in the matter have ap-
peared. • ."

Mr. Liuklater—He will have au opportunity of
saying that hereafter.

MEETING IN FAVOUR OF THE BALLOT AT CARDIFF.
—On Mond4 evening a numerously attended meeting
was held at Cardiff, for the purpose of forming a bral,ca
ballot society., Mr. E. .C. Whitehurst, vice-chairman
of the London association, was present, sad proposed a
resolution, which was Seconded .by Mr. Freeman, One
of the late candidates for the borough, to .the effect that
no extension of the suffrage would be satisfactory with.
out the ballot: Measures were taken at the meeting for
establishing a local association.
A LADY'S MOUTH.—The mouth-is, of all the features
of the face, the one which exacts the most strict and
minute attention ; full and richly-coloured lips, white
and regular teeth, healthy gems, and pure breath, are
indispensab:e characteristics of its beauty. Upon the
pt rfect conformation and condition of the different parts
belonging to the mouth, depend a just and harmonious
delivery of words, the pleasing eloquence of the smile,
end the inany-_nameleis attractions which dwell in the
vicinity of this feature. It is impossible, therefore, to be
too particular in the bygenic care bestowed upon this
portion of the face. It is the feature most frequently
called into active movement, and, theref re, even where
b.auty of form exists, careful training is needed to enable
pleasingly its manifold duties. An elegant
imtatnonpeerr m
ofofrutterance renders words, insignificant in them-
selves, agreeable and persuasive. -Ia the-act-of eating,
skilful, neat management of the mouth is veryimportant
to personal appearance. The laugh is also alevere test
to this feature.