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

authority, and which that Government knows England
never can yield.

The Chronicle has administered but sorry comfort to
the seller of railway sorip, 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, o
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., &c.,
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 of 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 the®
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 reg;.,trft.
tration" of shareholders in the Registry-office is de-
scribed in clauses 7 and 11 of the Ae'r,. Clause 11
provides for half-yearly returns of liew shareholders to

the Registry-office from " the directors of every joint
stock company completely registered under this Act,
except companies which shall have been incorporated by
Act of Parliament niter 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, t, act otherwise than
provisionally, in accordance with this Act, until such
company shall have attained a certificate of com-
plete registration, as hereinafter 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
Chronicle 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 has 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 scripholder to gain by suing his seller ?
There will be no case of a company which stops short
of Rivoivino• to Parlia----- • • •• • 0 •
most for bad management) a portion of the deposits
must not be returned. Why, the London and York
Company, after its Parliamentary battle of unex-
ampled length and cost, has still enough of its five
per cent. deposits left to fight again, and
makes no fui they call upon the shareholders for fighting
the battle of next session. In schemes, then, which do
not go to Parliament (and it is with reference to these
that the Times has advised purchasers of scrip to go to
law), a large portion of the deposit money must remain
to be returned. If the scripholder goes to law, judg-
ment in his favour will not console him for the swallow-
ing up of his recovered purchase-money in his lawyer's
bill. We strongly advise, then, all scripholders to
trouble themselves no further about KEMPSON V. SAUN•
DERS,—if it be necessary to compel provisional com-
mittee-men to return deposits minus expenses, in cases
of abandoned schemes, to do it through general meet-
ings of scripholders, or by the means which a free press
affords of bringing public opinion to bear on unprin-
cipled directors ; but, by all means, if they want to get
any of their money, to shy an attorney that would quote
KEWPSON V. SAUNDERS and the Times, as they would
shy the

It was with feelings of regret, not unmingled with sur-
prise, that we read the letter addressed by the Earl of
DUNDONALD to the Editor of the Times, on the subject
of harbours of refuge, which letter we republished in The
Sun of yesterday. The Noble and Gallant Officer con.
tends that these ports and harbours are unnecessary, be-
cause he is in possession of means " by which, whatever
hostile force was therein assembled, could be destroyed
within the first twenty-four hours favourable for effec-
tive operations, in defiance of forts and batteries mounted,
with the most powerful ordnance now in use."
" Protective harbours," continues the Noble Earl, "save

. -
as screens from wind and sea, may be likened to nets
wherein fishes, seeking to escape, find themselves in.
extricably entangled." Now, it appears to us that in
that one parenthetical passage (" save as screens from
wind and sea") his Lordship has granted the whole
question. It is as screens against wind and sea that we
contend these harbours are required ; and, whatever
may be the nature of the secret plan which the Earl of
DUNDONALD communicated to the Government in 1812,
we cannot but think that if he found himself at sea, off
a lee-shore in a heavy gale, he would be right glad to find
a harbour of refuge at hand, in which he could in

safety await "a time favourable for effective operations."
- .

The means " for the effectual destruction of all the
navies in the world" would, we opine, be found ineffec-
tual for the preservation of a single ship. Now it is
for the preservation, not for the destruction, of navies,
that we would fain see the formation of these harbours
of refuge ; and, although the Earl of DIINDONALD de-
precates the voting away the vast sums requisite to
carry them into execution as a serious evil, yet, we think,
that, judging from experience, it would not be difficult
to show that the expenditure of even five millions
in the formation of harbours of refuge would be an
act of judicious economy. We should like to see a re-

_
turn of the number of lives lost and the amount of pro-
perty destroyed by shipwreck in Plymouth Sound for
the twenty years immediately preceding the building of
the breakwater; a similar return for the twenty years
following the erection of the breakwater ; and a return
of the number of vessels which had entered the Sound
during both periods; and we have no doubt it would ap-
pearthat the value of the property saved from destruction
during twenty years by the erection of the breakwater
amounts to a much larger sum than that expended in
its construction. It is somewhat curious to find the
Earl of DUNDONALD, to whose patriotic exertions, when
Lord COCHRANE, in 1812, the nation owes the formation
of the Plymouth Breakwater, coming, forward in 1845
to oppose the construction of similar breakwaters on
other exposed parts of our coast.

The Madrid papers of the 25th ult. are chiefly occu-
pied with the elections, which appear to be going on
more favourably for the Opposition than anticipated.
There are no accounts in these papers of the state of the
poll at Barcelona on the second day's poll, but accounts
from Bayonne state that the Liberals had been com-
pletely successful at Saragossa, and returned their three
candidates to represent the capital of Arragon in the
Cortes.

On the 25th the Three per Cents. were done et 35
15-16. The Fives were not quoted.

The Paris papers contain no fresh intelligence from Al
geirs, from which we are to infer that affairs remain
nearly in the same state ; that the French troops are
making little progress in reclaiming the rebellious tribes,
and that the communications between several important