The Sun.
London, England, 1845-12-03 00:00:00

Vita
4

LONDON, NEDNESDAY, DECEMBER 3. 1845

The Chronicle has administered but sorry comfort to
the seller of railway scrip, frightened by the visions
which the Times has conjured up, of attorneys and,
actions, and denunciations from the judgment seat.
Mr. GLADSTONE'S Registration Act has made the sale
of scrip illegal, says the Chronicle, and has thereby
taken away from the buyer any right of action that be-
fore existed. But if this Act has done so much it has
done more ; it has made the seller of scrip liable for
any such sale to a penalty of ten pounds. The words
of the Act which the Chronicle, wrongly, in our opinion,
applies to railway companies, are these (7 and 8 VICT.,
C. 110, S. 26) : . _

" With regard to subscribers, and every person entitled, or
claiming to be entitled, to any share in any joint-stock com-
pany, the formation of which shall be commenced after the
Ist day of November, 1844, until such joint-stock company
shall have obtained a certificate of complete registration, and
until any such subscriber or person shall have been duly regis-
tered as a shareholder in the said registry- office, it shall not be
lawful for such person to dispose, by sale or mortgage, of
such share, or of any interest therein ; and that every con-
tract for, or sale, or disposal of such share or interest shall be
void, and that every person entering into such contract shall
forfeit a sum not exceeding ten pounds."
If the Chronicle is right in applying this clause to
railway companies, we think the Gallant Admiral to
whom in his provisional-committee-man capacity the
Times so pointedly addressed its gentle warnings, is not
to be congratulated on his alternative. We suspect,
indeed, he would gladly compound for the penalties by
running the risk of the action.
But we venture to think that the Chronicle is wrong,
and for these reasons:—

1. Clause 2 of the Registration Act says—" Except
as hereinafter specially provided, this Act shall not ex-
tend to any Company for executing any bridge, &c., &e.,
railway, &c. &c., which cannot be carried into execu-
tion without obtaining the authority of Parliament ;"
and there is no special provision to bring such companies
within the operation of the clause that makes sales of
scrip illegal.
_ _

2. The words " until such joint-stock company shall
have obtained a certificate of complete registration, and
until any such subscriber or person shall have been duly
registered as a shareholder in the said Registry-office,"
clearly limit the operation of the clause to companies
which do not require the authority cf Parliament. Such
companies do not acquire their powers till they get these
Acts. Other companies acquire their powers
on complete registration. It is true that clause 9of the
Act provides for a complete registration of companies
which require Acts of Parliament, and enables them
to obtain a certificate of complete registration on depo-
siting their deeds at the Parliamentary offices, in com-
pliance with the standing orders of the two Houses, and
returning a copy of the deeds to the Registry-office.
But this complete registration is very different
from the complete registration, which, in other cases
incorporates companies ; and it is not to such complete
registration as this that the words of the penal clause,
" until any such subscriber, or person, shall have,
been duly registered as a shareholder in

the said Registry-office," apply. The " due registra-
tration" of shareholders in the Registry-office is de-
scribed in clauses 7 and 11 of the Act. Clause 11,
provides for half-yearly returns of new shareholders to
the Registry-office from "the directors of every joint
stock company completely registered under this Act,
except companies which shall have been incoyorated by
Act of Parliament after complete registration."
3. The Chronicle quotes the words of the 7th clause
of the Act, " That it shall not be lawful for any joint-
stock company hereafter to be formed for any purpose
within the meaning of this Act, whether for executing
any such work as aforesaid under the authority of Par-
liament, or for any other purpose, tr act otherwise than
provisionally, in accordance with this Act, until such
company shall have attained a cert'ficate of com-
plete registration, as hereixafter provided;" and
then proceeds, " Now, sales of scrip certifi-
cates are beyond the provisional powers of joint-.
stock companies by the 26th section." We believe
the 26th section to have nothing to do with the words
quoted from the 7th. The 26th section at most, if the
ChroNick were right, would forbid a certain act on the
part of subscribers to railway companies. The words of
the 7th section refer to the powers of companies for car-
rying out their objects, with which sale and transfer of
shares his nothing on earth to do.
We submit, then, that the Chronicle is wrong in its
reading of the Registration Act. Into the question
raised by the Times, of the liabilities of parties who hold
scrip to actions for the purchase-money, we will not now
enter ; but we think no gallant Admiral's sea-side slum-
bers need be disturbed by any fear of such an action.
What is any scripbolder to gain by suing his seller ?
There will be no case of a company which stops short