said, he would beg to ask the hon. Gentleman the Under-Secretary for War what arrangements were intended to be made, when the militia should be disembodied, in the cases of non-commissioned officers holding the position of sergeant-major or quartermaster-sergeant on the permanent staff of the militia who should have been promoted to commissions in that force, as they could not now re- sume their former position on the permanent staff?

said, that when a militia regiment was disembodied no officers continued to receive permanent pay except adjutants and quartermasters, who retained their appointments. If sergeants who had been promoted to the position of adjutants and quartermasters retained their appointments, of course they would be permitted to remain on the permanent staff; but others, who had been promoted, but who did not retain their appointments on the disembodiment of the regiment, would only receive the pay they were previously entitled to receive.

said, he wished to ask the right hon. Baronet the First Lord of the Admiralty whether the gallant conduct of Commander Norcock, inspecting commander of the Fowey district, and two coast guardsmen, named William Pappin and Charles Henwood, and a man of the name of Johns, son of a Fowey pilot, in conducting the descent of a boat down a cliff 200 feet in height, launching her, and, under circumstances of great danger, rowing to and saving the sole survivor of a vessel wrecked close to Fowey, had been brought before the notice of the Lords of the Admiralty?

said, that the circumstances had been reported by the Comptroller of the Coast Guard, and that measures had been taken for rewarding the men.

said, he begged to ask the right hon. and learned Lord Advocate whether, by the Parochial Schools (Scotland) Bill, in the event of the person elected to the office of schoolmaster being a member of the Established Church, the examination before the Presbytery would still be necessary; and, whether the judicial powers of the Presbyteries over schoolmasters accused of heretical teaching, and their visitation and examination of the schools would be retained?

said, in answer to the first question, he had no doubt, as regarded the intention and effect of the Bill, the person elected to the office of schoolmaster, being a member of the Established Church, must be examined ac- cording to the provisions of the Bill. In answer to the second question of the hon. Gentleman, his answer was that the Bill did not touch the judicial powers of the Presbyteries over schoolmasters in the matters alluded to.

said, before Mr. Speaker left the chair, he wished to ask the right hon. Gentleman the Vice-President of the Board of Trade (Mr. Lowe) what was the nature of the alterations he had made in the Bill now before the House since its being first introduced? If he recollected aright, the right hon. Gentleman on a former occasion said that it was his intention to introduce certain alterations in his Bill, but that he did not explain either the nature of those alterations or the reasons for them. With regard to the principle of the Bill, it was so completely contrary to the policy under which the commerce of this country had hitherto been carried on, and which had led it to that height of prosperity at which it had arrived, that without hearing something from the right hon. Gentleman in its support, he should certainly object to Mr. Speaker leaving the chair. He understood that the principle upon which British commerce had hitherto been conducted was to leave every individual to employ his capital and carry out his own commercial views according to his own will and judgment, and that it was carefully provided against that any combination of individuals should press upon any single person, by their combined act and combined interest, so as to work injury against that individual. The only exceptions were those of objects too large for individuals to undertake on their own responsibility or their private means, but which it was important for the country should be undertaken. In these cases, combination had been legalised by special Act of Parliament or by Charter. This Bill, on the contrary, held out all sorts of temptations to persons to combine their capital and entirely crush small traders. He was sure it was a dangerous principle to establish, and one that would produce most injurious effects upon the commercial commmunity. Let them conceive a company of grocers. Could any individual grocer compete with a body of men who combined their capital in carrying on that trade against him? It must ruin the individual grocer; it was utterly impossible his capital could compete against such a combination. It was said that the public would be benefited by this measure. He denied it altogether; on the contrary, his belief was that the public would be injured, and that it would have the effect of destroying every individual enterprise. He was so dissatisfied with the Bill that he should move, as an Amendment, that the House do resolve into Committee that day six months.

said, the hon. Gentleman had asked whether he had made any change in the principle of the Bill. [Mr. SPOONER: Or alterations in the details.] The alterations which had been made were purely in detail, and did not affect the principle of the Bill. The hon. Gentleman appeared to imply that the Winding-up Act was abolished by the Bill; but the Winding-up Act was only repealed as far as concerned companies formed under this Bill. The principle of the Bill having been well considered upon the second reading, and agreed to without a division, he did not feel it necessary to re-open the question now by entering upon a discussion of the whole Bill.

said, that his question as to the reason why an important clause of the present Act was omitted from the Bill had not been answered.

said, he apprehended that abuses would arise if companies could register in England and carry on business in Scotland, or vice versâ. He would therefore propose an Amendment to compel companies in England, Ireland, and Scotland to be registered in the country in which their registrar's office was situated.

said, he would suggest that the memorandum of association should state whether the persons signing held any or what number of shares.

said, the 17th clause would meet the right hon. Gentleman's views.

said, he would then propose that words should be added to require that some statement should be made in the memorandum of association to show the amount proposed to be paid up.

said, he wished to move, as an Amendment, to add after the word "company," in line 21 of clause 5, "the amount paid up to be stated, and the number of calls, the amount of calls, and the times of payment."

said, he objected to the principle of the Amendment. The memorandum of association was a preliminary form. All matters of management were to be left to the articles of association, or to the regulations where there were no articles of association, under schedule D, and he thought very little would be gained by requiring these statements in the memorandum of association, because the statement of a single shilling being paid up would be sufficient. As to fixing the amount of calls and the times of payment, it would be anticipating the emergencies of business, and contrary to the principle of the Bill, which was to leave people to settle these matters for themselves.

said, the right hon. Gentleman (Mr. Henley) and the hon. Member for North Warwickshire (Mr. Spooner) were opposed to the principle of the Bill; but as the House had affirmed that principle it would be far better if, instead of moving Amendments, they would endeavour to make it a workable measure. They desired to protect the creditor, but how could the alteration propose give any additional protection to the creditor, when upon a company failing to meet its engagements, it would be wound up, and all the shareholders be made liable to the full amount of their calls?

said, he was not aware upon what grounds the hon. and learned Member for Wallingford (Mr. Malins) assumed that he was opposed to the principle of the Bill or anxious to protect creditors. The Bill dealt not only with limited liability companies, but with joint-stock companies generally, and his object was to meet the case of companies being used merely for gambling purposes.

said, he must also re- pudiate the accusation of the hon. and learned Gentleman, that the House having decided in favour of the principle of the Bill his endeavours were not directed to making it as workable as possible.

said, he concurred with the right hon. Gentleman (Mr. Henley) in thinking that it was desirable to give every guard against fraud, but it must be recollected that sometimes by their endeavours to guard against fraud they might in truth give facilities for fraud. By enacting provisions which might be evaded, they would be giving to a fraudulent company a greater appearance of bonâ fides than they would otherwise have, and assisting them in doing the very thing which they wanted to prevent. What could be easier than to state in the memorandum of association what proportion of the shares was to be paid up? It would be easy to borrow money for the moment, and if fraud were the purpose, the effect of what was proposed would be to give additional plausibility, without affording any additional security. He thought it would be much better to leave the matter as it stood. It was the business of all persons to protect themselves. People ought not to embark in joint-stock undertakings without taking the ordinary precautions with the view of ascertaining whether or not those who launched them were men of respectability and substance; and he thought that if men would rush blindfold into matters of that kind, it would be impossible to protect such fools from the consequences of their folly.

said, there would always be people tempted by the promise of a high rate of interest, and by one or two good names, to embark in doubtful schemes. If no precautions were necessary against fraud they might strike out the clause altogether; but if some precautions were necessary, let the clause be made more stringent and effectual.

I did not say that no precautions were necessary; but that, under the appearance of precautions, there would be none, and that the Amendments proposed would give additional colour to the fraudulent transactions.

said, that the clause was intended to lay a foundation for incorporation.

said, he regarded any alteration of the kind proposed as not only futile but mischievous. There would be no certainty that a bonâ fide payment would be made, and it would be better to leave it to the discretion of the directors to say when the calls should be paid up.

said, he would suggest that there should be a provision that 5 per cent of the nominal capital should be paid to the registrar.

said, he was of opinion that the formation of mushroom companies would be prevented if companies were obliged to state what amount of capital was paid up.

said, he thought it would be desirable that a company should state what amount was paid up on its formation; and, with that view, he would propose to insert the words, "And the amount paid up on each share, if any."

said, he thought the proposed Amendment a valuable addition to the Bill; for it was desirable that parties starting a company should give a proof of their own sincerity by stating to the public what they had paid up.

said, that the effect of these provisions of the Bill appeared to be misunderstood. There would be nothing paid up under them except a few pounds for preliminary expenses and registration for the purpose of the formation of the company. After the company was formed they would proceed to call for what money they deemed necessary, but it would not be necessary to pay up any money before that period.

said he wished to ask whether there was any provision to prevent the fraudulent use of the name of a registered company.

said, that the object of the clause was, that a company should not assume a name by which any existing company was known. If any fraudulent use of the name of a company were made, the Court of Chancery would interfere, as it did now in case of violation of trade marks.

said, he certainly did not wish to oust the jurisdiction of the Court of Chancery, in which his hon. and learned Friend practised.

said, that he would consider the point.

said, that he hoped that the parties in these cases would not be driven into the Court of Chancery.

said, he wished to know whether it was proposed that these companies should have an unlimited power of holding lands?

said, that under the existing law, when a company wished to hold land for a specific purpose, it was the custom for the Board of Trade to grant the necessary licence. They had been asked to grant licences to companies for the express object of dealing in land. He confessed, his own impression was that it would be better to give an unlimited power. There was no mortmain, in the ordinary sense, in the matter, for these companies would not abstract land from the purposes of trade and commerce.

said, that it would be quite new to lay down the principle that companies might hold lands not connected with the trade which they carried on.

said, that he would consider the subject before the next stage of the Bill.

said, that all the great railway companies were restricted as to the amount of land which they held.

said, he should support the clause. Mortmain, which meant land devoted to charitable uses, had nothing whatever to do with the matter. With regard to railways the case was different, for they were instituted for a limited object, and they had compulsory power of taking land.

said, he thought that it would be introducing a great novelty into the law of the land if they were to give them unlimited power of taking land.

said, he would suggest that some provision should be made to prevent shares being transferred until all the calls due thereon had been paid up.

said, the object of the Bill was to enable persons to know who were the shareholders upon looking at the registry. To prohibit the transfer of shares until the whole amount was paid up would be to introduce an element of uncertainty, as the register would not show whether any calls were due at the period of trans- fer. It was very important that the register should be conclusive evidence of who were the shareholders.

said, he could not see what difficulty there would he in empowering companies to refuse registry of transfers in cases where the calls had not been paid up.

said, there was nothing in the Bill to prevent companies from refusing to register transfers if they pleased.

said, he wished to move, as an Amendment, the following proviso—

"Provided always, that any shareholder may transfer his share or shares to the company, as in the form marked F, and the chairman of directors shall accept the said transfer on behalf of the company; the value of the property of the company shall be paid to the transferrer in proportion to the number of shares, as per balance 72 a, Table B, such payment to be made within fourteen days after the next annual account has been passed by the auditor, deducting therefrom all debts due to the company by the transferrer, the transferrer to remain liable in the same manner as if he had sold his share or shares, according to the provisions of this Act."

Without some such provision the Bill would never work well; but he would not press his Amendment if the right hon. Gentleman would undertake to introduce a provision to enable the shareholders to withdraw from a company by resigning their shares.

said, the hon. Gentleman's desire was already met. It was competent for any shareholder to transfer his shares to the company, if the company thought fit to receive them. There certainly was no provision to compel the chairman to accept such transfer for the company, whether the company wished it or not.

said, he was of opinion that parties should he allowed to take copies of the list of shareholders.

said, that provision was omitted, because it might be made the means of annoyance to the companies.

said, he thought it of importance that the greatest facilities should be given to creditors to ascertain who were shareholders. Creditors ought to have the power of making extracts from the register, or obtaining a copy on payment of a small sum.

said, he would consider the suggestion of allowing copies to be taken upon a small payment.

said, he would now beg to move an Amendment, to make the directors amenable to penalties for injury to the register, instead of the company.

said, the point had been considered, and it was thought better to make the company responsible, and leave the company, by by-laws, to recover the penalty from the person in fault.

said, he wished to move that the latter part of the clause, enacting that the limited nature of the company's liability should be expressed in all bills of exchange, promissory notes, &c., be omitted.

said, he hoped that the hon. Gentleman would not press his Amendment. He had intended to ask the right hon. Gentleman the Vice President of the Board of Trade to do a little more, and to insert the word "letter," so that all orders abroad should express the limited liability of the company.

said, that the principle upon which the Bill was argued was, that the public were entitled to the fullest publicity that could be given to the fact of the limited nature of the liability. As a temporary provision adapted to a period of transition, be thought it would be desirable to retain the latter part of the clause referring to bills of exchange and promissory notes.

said, he thought that the greatest publicity ought to be given to the limited liability of companies.

said, he was inclined to think that every signature given on behalf of the company should state the limited nature of its liability.

then moved, that the word "letter" be added after the word "invoices." The matter was one he considered as involving the credit of the country, and all letters abroad ought to show that the liability was limited.

said, that if these companies were allowed to act by signature, the signature should be in the same form as upon the engraving of the seal.

said, he thought the word wholly unnecessary. Where the company were partners to any of those documents their corporate seal would be sufficient to mark their liability.

said, that these clauses were taken out of the Bill of last year, and as he considered they were liable to some objection, he would, if the Committee agreed upon the principle, recast them before the Report. A subsequent clause showed how the company was to be bound. With regard to the question of letters, he thought it hard to make the company liable to a penalty of £50 for an accidental omission in a letter written in a hurry. If the suggestion about letters were adopted, a malicious servant might intentionally make the company liable to penalties. At the same time, he thought it right that the full title should be placed on bills of exchange, or any instruments to which the least ceremony was attached.

said, he would suggest that merchants at a distance—say at Glasgow—might be induced to sell goods to a London company in consequence of letters transmitted to them, and afterwards find, when it was too late, that the company was limited. The insertion of the word "limited" on all letters of the company would prevent such an occurrence.

said, the Committee had already decided that all contracts for goods should contain the title of the company.

said, he was aware that, in technical orders for goods, frauds was provided against; but there were ways of obtaining goods by means of correspondence, without making a formal contract.

said, he thought it would be the duty of merchants to make inquiry whether a company was limited or not. He could not understand why people should not be taught to depend on themselves instead of depending on an Act of Parliament?

said, that the objection could be easily met by requiring the usual head of the company to all their letters. He believed the indorsement would not be required under this Bill. He thought the proposition of the hon. Member for Kendal (Mr. Glyn) should be attended to.

said, he must oppose the Amendment. If it were adopted every scrap of paper might be tortured into a "letter," and thus great inconvenience would result to joint-stock companies without any benefit to the public.

said, he quite concurred with the hon. Gentleman who had last addressed the Committee. The word "letters" would impose a difficulty without giving an advantage. No official of the company could write a letter, if the Amendment were adopted, without exposing the company to inconvenience.

said, he thought that persons, abroad or at home, should know when they were dealing with a company, and when with an individual, otherwise a man might think he was dealing with a company when he was dealing with an unauthorised person. On the other hand, he thought it would be wrong to have a company exposed to the inconvenience which might accrue to it from any unauthorised person writing a letter for a vexatious purpose—merely to involve a concern in difficulty.

said, he thought it was a protection to a company that no binding form could be attributed to a letter forming the basis of a contract unless such letter have the full signature of the company.

said, he should support the introduction of the word "letters,'' being of opinion that there would be no sufficient protection to foreign correspondents if some such word was not introduced.

said, he could not understand why the advantage of limited liability should stop at the mystical number of seven, or why it should not be extended to six, or even down to one.

said, that the object of the Bill was not to give limited liability, but to incorporate companies. When the partnership was very small the Acts of Parliament were apt to become ambiguous, and it was of importance to distinguish between what a man was doing in his corporate and in his individual capacity. It was considered necessary, therefore, to stop somewhere to avoid that difficulty.

said, it appeared to him that the clause did not apply to incorporations so much as to limited liability. It, in fact, only dealt with the mystical number of seven, who were to have the privilege of limited liability, and touched no one else.

said, he was decidedly of opinion that the clause was open to considerable objection. Supposing, for instance, the number of parties was reduced by death or any other cause below seven, what would be the result? Why, that the limited liability at once ceased, and the remaining members of the partnership were subjected to all the consequences of unlimited liability. He thought there ought to be a reasonable latitude allowed for diminution in the number of shareholders. He would suggest, therefore, that the word "seven" should be omitted, and the word "five" inserted in its stead.

said, he would point out a case to the attention of the Committee. Suppose the case of a person forming a company of seven, consisting of himself and six others—it might be his servants—to whom he gave a single share. He could not think it right to give limited liability to a company when the right was liable to such abuse.

said, that the same objection applied to the existing law. He could not agree to the substitution of five for seven.

said, he would recommend the omission of the clause altogether.

said, he thought a difficulty would arise as the clause now stood. Suppose there was a trading corporation of seven members and one died, then the six remaining members would cease to have the privilege of incorporation and limited liability. It struck him that that was exceedingly unjust. He would recommend, therefore, that a certain time should be allowed during which the remaining six might have the opportunity of filling up the number, so that the corporate body should not expire at once, but have facilities given it for continuing the limited liability.

said, he understood the right hon. Gentleman the Vice President of the Board of Trade to say that the effect of this clause was not that the company should cease to be a limited liability company, but that when the numbers of the company were reduced to less than seven, and that that reduced number should carry on business, they should be liable, so long as they did so, under the unliability law, with respect to all contracts made by them during the time they so carried on business; but that they might afterwards increase their numbers to seven, and then the doctrine of limited liability would attach itself to the company again.

said, his hon. and learned Friend had rightly apprehended the meaning of the clause. In the case of a death or cessation of one or more of the members of the company it would have the power to fill up its members to the prescribed number. The Committee, however, must remember that the provisions of the Act would not apply to a company consisting of less than seven members; but it might happen that that number might be reduced to less than seven, without the knowledge of the other members, and who might be incurring responsibilities. At the same time it was necessary that a certain number should be fixed. It, however, might be right to fix a certain period before the liability should be incurred, in order that in the meantime the company might have an opportunity to fill up the required number. He would suggest the period of two months.

said, he would propose three months after the knowledge of the reduced number.

said, he thought that if at the end of three months the company did not fill up their number to seven they should be deprived of the privileges of the Bill.

said, he was of opinion that the period should be six months. It was then agreed that the number of shareholders to be registered under the Bill should not be less than seven.

said, he would now move that, after the word "seven," the words "for the period of three months after that number should have been so reduced," be inserted.

said, he wished the period to be extended to six months.

I agree to its being six months.

said, he objected to the clause as inconsistent with the object of the Bill. The Bill was intended to give increased facilities for the formation of joint-stock companies; but, supposing a company originally consisting of more than seven partners was reduced below that number, the remaining partners would inherit an unlimited liability. That circumstance was calculated to deter prudent men from joining companies formed under the Bill. He (Mr. Malins) could imagine why one person could not form a company, as at present a single trader's liability was limited by the contracts he made. The principle of the Bill was applicable to associations of two or more persons. And what advantages would be derived from the clause under consideration by any one? The shareholders could derive none, and, as to the public, other clauses made it imperative that the list of shareholders should be open to the inspection of any one. Believing, therefore, that the clause would impede the operation of the measure, he felt bound to oppose its adoption.

said, he thought that, without the clause, the operation of the Bill would be null and void. The Bill was not intended to apply to all ordinary partnership. If it were not for this clause, a company consisting of seven shareholders might be formed one day, and one of such shareholders buy up the shares of the other six the next day. The intentions of the Bill would thus be frustrated.

said, the winding-up clause provided that when the shareholders were reduced in number to six, the Court of Chancery might wind up the company.

said, he could not understand why the Vice President of the Board of Trade had not adopted the machinery of the existing Winding-up Acts instead of introducing new provisions.

said, that Clause 57, and the following clauses relating to the same subject, had been introduced into the Bill with a view of amending the present Winding-up Acts in those respects in which they had been found deficient. Those Acts had not worked altogether satisfactorily, and the clauses in the present Bill had been framed with the assistance of the Gentlemen who had been charged with the administration of the existing law—the Lord Chancellor, the Vice Chancellor, and the Master of the Rolls—upon which he thought they would be found to be a great improvement.

said, he would move the omission of the words "whose nominal capital does not exceed £5,000," the effect of which would be that the affairs of all companies might be wound up by the district Courts of Bankruptcy, instead of by the Court of Chancery. The Chancery Courts, it was well known, were overwhelmed with business, whereas the Court of Bankruptcy had very little to do.

said, that the Motion of the hon. Gentleman had anticipated him, and had raised a question of the greatest possible importance—whether the winding up of companies should be carried on henceforth in the Court of Chancery, with all the expense and delay still incident to proceedings in that Court, or whether it should be effected in the Courts of Bankruptcy of London and throughout the kingdom? In order to determine that question the Committee should consider the whole course of the proceeding, from beginning to end, of winding up the affairs of the companies to be created under the Bill. Without entering into any inconvenient details, he would undertake to say, without fear of contradiction, that let the circumstances of a company be what they might—let its capital be £10,000, £50,000, or even £100,000—let its dealings be extensive or limited—its affairs would be wound up in any Court of Bankruptcy in one-fifth of the time, and with less than one-fifth of the expense at which it would be possible to wind them up in the Court of Chancery. He was willing to admit that of late years the procedure in the Court of Chancery had undergone considerable improvement; but so much still remained to be done that to bring the winding up of the affairs of the companies to be created under the Bill within the jurisdiction of the Court of Chancery would, he apprehended, be productive of many and serious evils. For instance, there were long and frequent periods of the year during which the Court of Chancery did not sit at all; the chances were that in the long vacation, two, three, or even four months, might elapse, however urgent the circumstances, before the petition could even be heard, consequently causing great expense and injury to the interests involved; whereas the Courts of Bankruptcy were nowhere fully employed, and their machinery was the most perfect existing in any department of our law for winding up the affairs of a mercantile company. There was also the prominent defect of the Court of Chancery; no vivâ voce ex- amination, but a mass of written evidence, swelling the briefs, increasing the expense, and leading to great delay and litigation. Supposing counsel on both sides to have been heard, and an order for winding up made, the matter would then be referred to officers created by this Bill, called "official liquidators." He would, therefore, submit that it would be much better to trust to the official and trade assignees, of whom they had had long and well-founded experience, than to refer to "official liquidators," of whom they had had no experience, and in whom the public would not, therefore, have the same confidence. In the actual winding up the accounts would have to be taken, and the books would have to be examined by the chief clerks and other officers of the Court of Chancery. Those officers were already overburdened with business, and great delay would necessarily result. If the winding up were deputed, as the hon. Member for Liverpool (Mr. J. Ewart) proposed, to the Courts of Bankruptcy, the Bill would be made almost as efficient as possible, and he should, therefore, support the Motion of the hon. Member.

said, the description which his hon. and learned Friend had just given of the Court of Chancery was as inapplicable as it could be to any institution existing in this country. Any one would believe from that description that the Court of Chancery was one system of delay, expense, and over-burdening of business. To take the last charge of his hon. and learned Friend that the Court of Chancery was over-loaded with great arrears of business, what would the House think when he told them that the Court of Chancery had its business so closely done that, to use a common expression, it lived almost from hand to mouth? [Laughter.] He could well suppose that hon. Gentlemen were surprised at the statement. He could, however, assure them that it was possitively true. He was not representing that the business of the Court of Chancery had diminished, but he said that such was the effect of the altered system that the Judges of the Court of Chancery were able to keep down all arrears, and he stated, upon his credit as a Member of that House, and of the profession to which he had the honour to belong, that it was his opinion the business could not be brought up closer without disadvantage to the public. [Derisive cheers.] If it were doubted, he would give a statement of the facts. He would not be deterred by the vulgar prejudices which came into operation directly any one mentioned the Court of Chancery. He would not detain the House by describing a Chancery suit, although it was short enough now, but the hon. and learned Member for East Suffolk having said that all the Courts of Equity were overloaded, his (Mr. Malins) assertion was that no one of those Courts was overloaded. The Master of the Rolls had the largest number of causes, and only a fortnight ago he had to apply to the Lord Chancellor to transfer to him other causes to feed his Court with. Vice-Chancellor Kindersley had no arrears. Vice-Chancellor Stuart was out of business when he rose last term. Except in Vice-Chancellor Wood's Court there were no causes waiting any time for hearing, and in his Court there was not a cause which had been set down for so long a period as two months. In the Appeal Court there was not an appeal which was ready to be heard one month ago. He emphatically said there were no arrears, nor were there likely to be any, and the expense was as moderate as was consistent with the due administration of justice. His hon. and learned Friend had stated that the winding up could be done in the Bankruptcy Courts at one-fifth of the expense. The object of that House, he apprehended, was to have the matter well done by Judges who, from their position and learning, administered justice in a satisfactory manner. Now, he ventured to say that no tribunal gave so little satisfaction—indeed, he might say, so much dissatisfaction—as the Court of Bankruptcy. He was certain of the fact that the Court of Bankruptcy was most unsatisfactory, and so unsatisfactory that he believed it could not be tolerated much longer. There were five Commissioners sitting in Basinghall Street, each with a salary of £2,000 a year, who were not called upon to give to the public more than eight or nine hours' service a week. He would venture to say that any one of the Vice-Chancellors would, with the greatest facility, dispose of the whole business by sitting from ten to four o'clock daily on the average of the whole judicial year. If they wanted Judges to give the country satisfaction they must keep them fully occupied; for, of all things calculated to lower the character of the Judges in Bankruptcy, the most likely to do so was the system by which they were enabled to make arrangements for one sitting one or two days in the week, while the rest were idling about the country, becoming men of pleasure instead of men of business. If they transferred, as proposed, the business to the Court of Bankruptcy it would scarcely add more than an hour a month to the sittings of each Commissioner. The winding-up business could not be of great extent. There had been a good deal of litigation in the Court of Chancery upon the Winding-up Bill of 1845, because there had been hundreds of abortive railway companies. But these had been nearly all settled, and, while for two or three years the business of the Court was incumbered by applications under the Winding-up Act, it was now the fact that sometimes for two months together there was not a single application to the Court under the Act, Since Parliament by this Bill would settle the question "Who are contributories?" Companies might be wound up in three months at the most in the Court of Chancery, and by a simple and economical machinery. Although himself a practitioner in the Court of Chancery, it was a matter of perfect indifference to him whether the business were transacted in the Court of Chancery or the Court of Bankruptcy, because the nature of the winding-up business was so simple and unimportant. But it was of great importance to the public that the business should be transacted in a Court of easy access, where the expense would be small, and where it would be transacted to the entire satisfaction of the public without delay or the prospect of delay. The Court of Chancery was never closed for a single day, for one of the Judges was always accessible. But it was a consequence of the Judges of the Court of Bankruptcy having so little to do that in no Court of the kingdom was so much done by deputy. In the absence of the Commissioner orders were continually made by the registrar. The defects and vices of the Court of Bankruptcy were indeed so great that, instead of adding to its business, it would be absolutely necessary for the House, in his opinion, at no distant period, to remodel that Court. If no other hon. Member did it, he would himself bring the vices of the Court of Bankruptcy before the House. He therefore objected to the transfer of the business from a Court which was familiar with it to a Court which worked unsatisfactorily, and was about the worst in the kingdom.

said, that the effect of the omission would be to give an unlimited jurisdiction to the Court of Bankruptcy. He thought the Court of Bankruptcy exceedingly competent to exercise that jurisdiction. It was true that the Court was open to some of the animadversions of his hon. and learned Friend (Mr. Malins), but it was no doubt perfectly competent to the discharge of this duty. He was not going to enter into the rival merits of the Courts of Chancery and Bankruptcy. One of his hon. and learned Friends had spoken of the Court of Chancery as a sort of Pandemonium, and another as a sort of Paradise. If Parliament gave an exclusive jurisdiction to the Court of Bankruptcy, a great deal more must be done than one of his hon. and learned Friends seemed to imagine necessary; for if they gave complete jurisdiction to the Court of Bankruptcy they would end by making the Court of Bankruptcy a Court of Chancery. If a company went to the Court of Bankruptcy to be wound up, and if in the interim before the winding up one of the members of the company died, that Court would have no power to follow the property of that member. He saw no objection to the omission, and he believed that his right hon. Friend (Mr. Lowe) would also agree to the omission.

said, he conceived that, except in the neighbourhood of large towns, the business would be better done by some tribunal in the metropolis than by the district Commissioners of the Court of Bankruptcy.

said, he was rejoiced to hear that the jurisdiction under the clause was to be transferred to the Court of Bankruptcy. It was true, that the Court of Chancery was always open; but the Court of Bankruptcy got hold of the assets rather quicker. In cases of limited liability that was a most important consideration, for otherwise the capital of the company would be gone before they came to the state which brought them under the scope of this clause.

said, he also agreed to the Amendment, for he thought that the machinery of the Court of Bankruptcy was most effective for the purpose of obtaining assets. As to the new system in Chancery, he was willing to admit that it worked very effectually, and he preferred it in London cases to the Courts of Bankruptcy. But in country cases he preferred the Courts of Bankruptcy.

said, he thought that it should be left to the parties themselves in country cases to select the tribunal. He believed, however, that they would prefer the Court of Chancery.

said, he gathered that it was the opinion of the Committee that the Amendment proposed by the hon. Member for Liverpool (Mr. J. Ewart) should be agreed to; and, as it was his wish only to select the tribunal which should be deemed the best, he was willing to acquiesce in the change. The Bill was drawn with a view both to the Court of Chancery and to the Court of Bankruptcy, and though the enormous powers of the former might enable it to work the most complete justice, still he hoped that the latter would on the whole be found a satisfactory and cheaper tribunal.

said, he would suggest that the clauses affected by the Amendment should be read as they stood, pro formâ, and carefully considered by the right hon. Gentleman opposite (Mr. Lowe) before the measure reached its next stage.

said, he thought that there was some looseness in the expression, whereby companies who could not pay their debts did not commit an act of bankruptcy like ordinary tradesmen.

said, he did not think the clause would have any such effect.

said, he thought that if the company shut up their premises, it was like a tradesman absenting himself, and should be treated in the same manner.

said, that he had himself proposed clauses to remedy that as well as other defects. There was much in the observation of his right hon. Friend (Mr. Henley), that what were acts of bankruptcy in individuals should be acts of bankruptcy in companies. He trusted that the right hon. Gentleman the Vice President of the Board of Trade would take the matter into consideration before the Bill passed another stage.

said, that he had a clause on the paper to the effect that the creditors should have the power of appointing one official manager, while the Court appointed the other. Would the right hon. Gentleman consent to it?

said, he was in favour of the original clause, which gave the sole appointment of the manager to the Court. The proposal of the hon. Gentleman would be certain to produce anarchy and confusion, and he therefore could not agree to it.

said, that there was a strong feeling in the community on the subject, and he should press his clause to be inserted instead of the original clause. It was to the following effect:—For the purpose of conducting the proceedings in winding up an insolvent company, and assisting therein, two persons should be appointed to the office of official liquidators, one of such persons being appointed by the Court, and the other by the creditors at a meeting held by them for that purpose; and the Court shall require due security from every person so appointed; and the Court and the creditors, as to the person appointed by them respectively, shall fill up any vacancy occasioned by the death, resignation, or removal of any other person; and the Court may remove any other person so appointed, either by the Court or by the creditors, and such removal shall occasion a vacancy, to be supplied as before mentioned.

said, he did not see any force in the objection to the clause—that it would produce anarchy. It was in accordance with the usual practice in the present system of winding up concerns.

, in moving that the Bill be read a second time that day six months, said, he thought that, before bringing in the measure, the right hon. Gentleman (Mr. Lowe) should have shown that there was a want of capital to carry on the commercial operations of the country. The Bill created a great monopoly in favour of capital, as did also that Bill which had just passed through Committee, and that monopoly in the end would be found to inflict the greatest evils on the mercan- tile interests of the country, and prevent that wholesome competition which was so favourable to the development of commerce. They had had several Committees to inquire into the subject, and all those Committees had reported that the evils complained of were caused by overtrading, and from the redundancy of capital in the hands of a few. At present there was no want of capital, and there was no man of genius and honesty but could get persons to join him in any reasonable and bonâ fide speculation. In the face of this redundancy, however, the Board of Trade brought forward Bills of a nature to stimulate speculations which might end in the ruin of a large number of persons, and which would be most injurious to the labouring classes. It was the duty of the Government rather to check than to encourage speculation. He would ask the right hon. Gentleman, who were the parties asking for these Bills? If he were correctly informed there had only been one application in their favour. The Commissioners who had been appointed to inquire into the subject had reported in direct opposition to the Bill. After we had gone on for a long series of years, and had been envied by all the commercial nations of the world, it was proposed to revert to those ancient practices which it had been our great object to get rid of. Glasgow, a large commercial community, had petitioned against the Bill on the ground that it would lead to speculation of the wildest character, would legalise partnerships without any liability, and would open the door to the most extensive frauds, and give rise to the most ruinous speculations. The next petition against the Bill was from Liverpool, and set forth an opinion that the Bill would be attended with the greatest injury to the commercial community. The next petition which he would call attention to was from Manchester, and was to the same effect. It was worthy of remark that although the Manchester Chamber of Commerce, from which body the petition proceeded, consisted of 400 members, there was only one dissentient voice in reference to the subject of the petition. In France and Belgium it was said that limited liability in partnership worked well, but it was not the poor man who took advantage of the laws in these countries, but the rich man. In this country the forefathers of our merchants rose from being clerks at the desk, and our manufacturers from being artisans in the workshops; but if they passed this Bill they would put an end to the inducements at present existing to the industrious and honest attention of such men to the concerns under their management, and consequently to their future advancement. He denied that it was the millionaires—the bloated capitalists as they were called—who opposed these Bills, because they destroyed the monopoly of capital. So far from that being the case, he contended these Bills, by limiting the loss, created a great monopoly in favour of capital. He should, therefore, move that the Bill be read a second time that day six months.

, in seconding the Amendment, said, he wished particularly to call the attention of the Committee to the petitions which had been presented against the Bill from the Glasgow, Manchester, Liverpool, and other Chambers of Commerce, as a proof that the commercial community throughout the country was decidedly opposed to the principle of limited liability. The Commissioners had also reported against it, and of the sixty-seven gentlemen who were asked to express their opinion on the subject seventeen were in favour of limited liability, thirty-one suggested various amendments, and nineteen objected to the principle in toto. Moreover, there seemed at present to be no reason for giving increased encouragement to the extension of trade by the introduction of limited liability. The increase which had recently taken place in the consumption of commodities, and even of luxuries, as well as in our exports, imports, and tonnage, showed that the country was in a prosperous state, and did not require a measure which would lead, unquestionably, to over-speculation and difficulties of all kinds. He hoped, therefore, that the right hon. Gentleman the Vice-President of the Board of Trade, satisfied with having amended the law relating to joint-stock companies, would withdraw the Partnership Bill for the present.

said, he hoped that the Bill would be allowed to pass the present stage without a division. He quite agreed with those who thought that it would require to be altered in Committee; but that was no reason why it should not be read a second time, deferring till it was committed those Amendments which he knew many hon. Gentlemen desired to make in its details. The grounds upon which the existing law of partnership has always been defended were two. It was said, in the first place, that participation in the profits of a company ought to make a person liable to the whole extent of his fortune, because he took away a portion of the fund on which the creditor relied for his payment; and, in the second, that a partner ought to be so liable, because he was in the way of obtaining a high and usurious rate of interest. Now, having repealed the usury laws, Parliament had totally destroyed the second of those grounds, while by that very same repeal it had materially weakened the first. For it was plain that, inasmuch as a person might derive from a partnership any rate of interest, however high, he might withdraw from the creditors a large portion of the fund on which they relied for their payment. That of itself constituted a reason why the House should proceed to a careful examination of the law of partnership. But there was another ground for legislative action—namely, that by the Bill passed last Session, which they had been engaged in amending that night, they had given to joint-stock companies consisting of seven persons such great powers of limited liability—powers much larger than he thought right—that it was absolutely necessary some provision should be made of an analogous nature for smaller partnerships. If that were so, and if there were a general dissatisfaction—which he knew there was—in the legal world with the extreme extent to which the existing law was carried, then the House had a sufficient and conclusive reason why it should pass the second reading of the present Bill. With respect to how the Bill ought to stand, he thought that, if he had accurately gathered from the mover and seconder of the Amendment, as well as from other sources, what were the opinions of the commercial world, especially as expressed in the petitions to which allusion had been made by both of the hon. Members, it was not that they desired to continue the law precisely as it at present stood, but that they objected to the measure proposed by the right hon. Gentleman the Vice President of the Board of Trade in the absence of certain guards and protections which they had pointed out in their petitions. Those guards were three. The commercial community thought that when an individual engaged in a private partnership and had covered himself against unlimited liability by means of this Bill, it was right and proper they should have notice that the partnership gave that peculiar privilege. They thought, secondly, that the person who enjoyed the profits of the partnership was bound to be responsible to some extent for its losses, and that, having the advantage of knowing the state of the concern, he should not, when its affairs became disastrous, be able to set his house in order, and to make himself a creditor to the prejudice of the other and more general creditors. They thought, thirdly, that in the case of insolvency, if the dormant partner had recently withdrawn any money, either in the shape of profit or capital, he should be compelled to restore that money to the assets of the concern. Now, there were great authorities in favour of a Bill so drawn. A Committee, after sitting two Sessions, had reported in favour of such an arrangement, and a Commission being appointed two years ago, in pursuance of the recommendations of that Committee, though the majority of the Commissioners were opposed to limited liability in general, yet they were equally divided in respect of such an arrangement as that to which he had referred. They had the authority of petitions from Glasgow, Liverpool, Manchester, and other large mercantile places, and also the authority of the right hon. Gentleman (Mr. Lowe) in favour of such an Amendment of the law. It would be their duty when the Bill was in Committee to examine whether the law of America, of Belgium, and of France, was left in the state in which this Bill left it, without any guards or protection whatever, and if not, the authority of those countries would be of no avail in support of the present measure. These changes could all be moved in Committee, and after it had been decided either to introduce them or not, those who thought them expedient would still be quite at liberty to take, on the future stages of the Bill, what course they thought desirable for the promotion of the commercial interests of the country. Having these views, he should certainly vote for the second reading of the Bill, and he hoped those who were disposed to agree with him would not think it necessary, on the present occasion, to divide the House.

said, he was opposed to the second reading, for the plain reason that the principle of the Bill was, that all publicity should be excluded, all registration omitted, and all limit denied. The right hon. Gentleman (Mr. Lowe) had said that, seeing the difficulties of publicity, registration, and limit, it was beat to allow parties to arrange with one another without restriction. If they were dealing only between the several parties, he quite agreed that they should be allowed to make arrangements without publicity, registration, or limit; but when the public were concerned, there was surely some necessity for safeguards, which this measure most studiously excluded. He did not understand the reasoning of the right hon. Gentleman (Mr. Cardwell), that the repeal of the usury laws rendered a change of the Partnership Act necessary, as it appeared to him that for all purposes of commerce the repeal of the usury laws made a change less requisite. The right hon. Gentleman also said that the Joint Stock Companies Bill, which they had just passed through Committee, rendered it necessary to make such a change, whereas he thought that Bill, going down as low as the number of seven, would meet every case in which the capital of the partnership was insufficient for the purposes of business. His idea of a partnership was the union of several persons, when one man had not the power, the capital, or the means to carry on the business, and if so, a partnership ought to resemble as much as possible the individual replaced, and in that resemblance there should be the same identity of interests, the same union of action, the same complete and entire liability. It was impossible to suppose a partnership ought to exist without each and all of the partners being equally liable to the engagements of the concern. Hardships had no doubt arisen, but the right hon. Gentleman (Mr. Lowe) did not avoid those hardships, because, although a share of the profits was to be no proof of partnership, in case of failure there would be hundreds of little things ferreted out by learned lawyers, some act of correspondence, interference, or control, to bring the monied man who had lent his money under the definition of a partner. He did not think the Bill could be so modified in Committee as to make it a desirable piece of legislation, or that it could ever be rendered beneficial to commerce. He certainly did not think it would improve the tone of mercantile feeling, or raise the reputation of this country throughout the world. This country was the clearing house of the world. The great portion of the business of the world was carried on by credit, and they should be most careful how they sanctioned any measure which could in any way affect the credit of the country. This Bill required no declaration that the money was to be lent for a certain period. There was to be no publicity as to the amount lent, and no prohibition that money should not be lent at one moment and taken back at another. There assuredly was no precedent for this Bill. In what country had a similar law been adopted? It was not the law in France, it was not in the Code Napoleon, it was not the law in America. The theory of the right hon. Gentleman was indeed opposed to the law of every other country, which was hedged round with safeguards against fraud, deception, and speculation. The present Bill was not the Bill of the right hon. Gentleman's own Government. The Bill of last year was full of provisions against fraud and imposture. It was not the right hon. Gentleman's own Bill of last February, for the right hon. Gentleman's Bill came out from Committee an entirely different measure. If, then, there were so much doubt in the mind of the Vice-President of the Board of Trade himself, ought the House, without great deliberation, care, and caution, to agree to the second reading of the Bill? He entreated the House not hastily to pass a measure which, by affirming a principle, might have the most serious effects upon the commerce of the country. It might be too late in the Session to refer the Bill to a Commission or a Select Committee, hut he could not sanction the Bill by his vote, and he despaired of making it a safe measure for the commerce of the country. He should, therefore, in the present state of the Bill, support the Amendment of the hon. Member (Mr. Hastie).

said, he was quite unable to comprehend the force of the arguments which had been urged against the Bill. It had been argued by the hon. Member for Kendal (Mr. Glyn) that a Bill like the present would open the door to fraud by allowing persons to carry on engagements under the idea of a registered capital after that capital had long been withdrawn from the concern. But he would ask was there no fraud of a similar kind practised under the present system, and had not examples occurred in the highest circles of the metropolis of firms trading on the faith of capital which had been withdrawn for years? The law of unlimited liability frequently led persons retiring from business to withdraw their capital altogether, when, under a law of limited liability, they would gladly leave a portion in the hands of their successors in order to give the new firm a good start. All that was wished was to adopt in England a principle which had long been working most advantageously in France, in Holland, in the Hanse Towns, and in the United States of America, and to which many flourishing towns, Mulhausen, for example, owed their prosperity. It was said that limited liability had occasioned many evils upon the other side of the Atlantic. He examined into the facts narrowly when he resided in the United States, and he found that the evils complained of did not arise from the limited liability law, but from the law of bankruptcy there. In the United States a preference could be given to one creditor above another. This Bill, however, did not appear to be founded upon limited liability, but on no liability at all. What the country wanted was a virtual adoption of the commandite system obtaining in France, or the system of general and special partners obtaining in America—in other words, a recognition of the principle that a person may invest a certain sum in business, and be responsible to its creditors for that sum only; but the right hon. Gentleman the Vice President of the Board of Trade proposed to go much further, and to place such person in the position of a creditor, just as if he had lent money on a fixed rate of interest or had furnished goods. A and B might be said to have a right to lend and borrow on whatever conditions they pleased, but it was not the less the duty of Parliament to see that nothing was done by them against the rights of the other creditors, or which might in practice lead to deception and fraud. He would now say a few words in favour of registration and publicity, in connection with the system of limited partnership which he had endeavoured to defend. Many of the arguments used against limited liability seemed to him to be more applicable to the want of these safeguards to the creditor and the public. Mr. Torr, at the special meeting of the Liverpool Chamber of Commerce, held on the 23rd of February, 1856, said:—

"He therefore would ground his first objection to the measure on this point—that there was no publicity or registration required as to who the party was who advanced the money, what was the amount of the money he so advanced, and for how long such sum of money was to be advanced; and that, consequently, he was playing fast and loose with the party to whom the money was so advanced. His second objection was, that there was no notice of withdrawal required, and through it the greatest opportunities would be afforded to commercial dishonesty and to the breaking down of that confidence between the banker, the merchant, and the trader in their dealings, from the simple fact that the lender, having withdrawn his money, the ostensible party would be trading on a false capital and under a false name."

Mr. Bushel, Mr. Terr's seconder, used almost the same words, and the latter clause of the Amendment moved to the Resolution of that meeting recommended provision to connect responsibility strictly with ostensibility, and to give facilities to the public for ascertaining when loans were withdrawn. Now, he thought it could scarcely be disputed that parties dealing with a limited co-partnercy should have some information in regard to the terms of that copartnercy, and he could not conceive that any honest and respectable firm should object to the public knowing all about them. On this subject he adopted the words used by the hon. and learned Solicitor General in July last year with reference to joint-stock companies, but which were just as applicable to partnerships. "It was impossible," the hon. and learned Gentleman said, "to establish the principles of limited liability without a registration of the shareholders, which would show the amount of their shares and of their liabilities." The House was, besides, aware that though France was at first without a system of registration, the want of it soon became apparent, and it was supplied by the Code de Commerce, as, indeed, it was proposed in the Bill introduced by the right hon. Member for Kilmarnock (Mr. Bouverie) last year. Now, as to the general law of the United States and its practical bearing, he wished, if the House would permit him, to read two short extracts from letters which he had received on the subject, and to the correctness of which, from what came under his own observation while in the United States, and from the experience of his own business with that country, he could personally testify. The first was from a British merchant many years resident in New York:—

"As to the Special Partnership Law, with limited liability, and its working in the United States, I unhesitatingly state that it works admirably, and that all classes are in favour of it. I presume you are acquainted with its details, but it may do no harm if I mention the practical part of it, and which is what I have daily to do with. Every merchant having to deal with a house where there is a special partnership, on opening an account, ascertains and enters in his 'reference of standing' book the name of the special partner or partners, and the amount of the special capital, and the term or length of co-partnercy, all of which information is to be found in the newspapers, and which must be advertised for a considerable period."

The second was from the Consul of the United States at Dundee, a gentleman of extensive acquirements and knowlege of mercantile law:—

"When a special partnership is formed under the statute in one of the United States, the names of all the partners are published, showing who are general and who are special partners, the day of the commencement of the partnership, and the day it ends. This advertisement may be ordered to continue for so long a time as may be necessary; with us it is usually six weeks. This notice is not republished upon the date of dissolution; but, if the partnership is continued after the date fixed in the original notice, such notice must be republished, or all will from that time be general partners. Notice that the time of association, i.e., length of liability of special partners, is fixed and recorded, and published before they can begin business. The law, so far as my knowledge extends, is everywhere acquiesced in, and is not considered to lead to 'fraud.' I do not know that I entirely apprehend the meaning of your last question—'Has it been proposed that the special partner should rank as a creditor for the sum invested by him, in case of bankruptcy?' That would be limited liability with a vengeance. Any legislator who would propose such a law would be a veritable 'Knownothing.' So far as I know, the law works well with us, and I imagine you will find that here it is the great capitalists who oppose it."

He hoped the House would consent to the second reading of the Bill, and amend it in Committee in the manner which he proposed, and which, he believed, would prove acceptable to the people of this country.

said, he viewed the Bill as a most mischievous measure, and calculated to affect injuriously the commercial interests of the country. He was sorry he could not support the Motion for the second reading of the Bill, nor could he agree with the observations of the right hon. Gentleman the Member for Oxford (Mr. Cardwell). He did not approve of the principle of limited liability, and he hoped the House would pause before it gave its assent to the Bill. He thought that the hon. Member for Huntingdon (Mr. F. Baring), who was a good authority on this subject, had given them sound advice which they ought to follow. He was quite sure that the Bill, if passed, would do great injury to the commercial classes.

moved the adjournment of the debate.

said, he should support the Motion for adjournment, as he thought the measure of too great importance to be hurried through its stages.

said, that before the House went to a division he wished to say a few words, as his Bill had been very much misrepresented by the right hon. Member for Oxford; and he himself was, he thought, by no means liable to the homily which had just been read him by the hon. Member for Montrose (Mr. Baxter). The operative clause of the Bill was this:—

"No person making a loan to any trader shall be deemed to be a partner of, or to be subject to, any liabilities incurred by such trader by reason only that be receives as a compensation for such loan a portion of the profits made in any business carried on by such trader."

Now that really was the only important part of the Bill. The Bill was not a Bill to alter the law of partnership, properly so called, at all, and all that had been said about the law of partnership that evening was totally beside the question. A partnership (which was only a contraction of "part-ownership") properly so called, existed where persons entered into a joint undertaking, and were joint proprietors of the property of the undertaking, where there was a delectus personœ as to who should associate, and when those associated jointly trusted each other. Undoubtedly it was an incident of such an association that the persons associated should share the profits, but the existing law had taken hold of that single incident—perhaps the least characteristic of a partnership—had made it the criterion of a partnership, and had applied it to several other relations in which persons might stand to each other, and in which there was no real partnership at all—where there was no joint partnership—no delectus persoœ, and no joint trusting of each other. What ought to be done with the law of partnership properly so called, he did not at that moment say. In the Bill before the House he had made no proposition on the subject at all. It was highly desirable that the whole law of partnership should undergo a strict and searching inquiry, and he should be very glad, if the House honoured him with its confidence, to undertake such an inquiry in the course of the next Session. The law of commandite, which was a modification of the law of partnership properly so called, had nothing to do with the Bill; nor did he at the present moment enter into the question whether that system or the American system should be introduced into this country. The question which the Bill intended to solve was how to get rid of the perverse ingenuity which had attached the liabilities of partnerships to certain contracts which were not partnerships at all; and the hest way of doing that seemed to him to be to say that a mere participation in a share of the profits should not make persons partners where there were none of the incidents of partnership properly so called, such as those he had already enumerated. What the Bill was intended to do was to restrict partnership within its proper limits, to separate that which was a partnership from that which was not a partnership, and to relieve persons not really partners from the liabilities attaching to partners. He proposed that a man should not be rendered a partner either by lending money to another on condition that he should receive a share of the profits, or by contributing his services on the same terms, or by lending money on the understanding that he should be paid an annuity out of the profits. There was nothing of the nature of a partnership, he contended, in any of the above transactions. Many hon. Gentlemen had declared that they did not object so much to the principle of the Bill as to the absence of all safeguards; but the object of the Bill being to do away with a great injustice inflicted by the rule of law, which fixed upon certain contract interpretations and consequences which they ought not and were never meant to have, it was by no means incumbent on him at the same time to provide safeguards. There was nothing in the clearing away of an injustice which at all called upon him to provide safeguards. The principle upon which he had proceeded was to do justice, and then let things take their natural course. If hon. Gentlemen would go the length of saying that a man who lent money to a partnership should have his claim postponed to that of the other creditors, he could understand that, though he could conceive nothing more absurd; but he could not understand how it could be right that a man, who lent money to a partnership at a higher rate of interest, perhaps, than the concern could afford, should enjoy the advantage of having his claim preferred to that of all the other creditors, while he who lent money, receiving as interest a share of the profits, should be postponed to all the others. The attempt to make a distinction between loans made at a fixed rate of interest and loans at a fixed share of the profits was a mere commercial superstition. He would ask the House just to take a practical view of the question. Supposing he wished, under the Bill, to place an old servant in business, and to lend him money for the purposes of establishing it, his right hon. Friend the Member for Oxford (Mr. Cardwell), he supposed, would say, "If you do that on terms of sharing the profits you must be postponed to the other creditors." Now, what would be a fair argument in such a case? His (Mr. Lowe's) notion was, that, in the first place, all outgoings should be paid; next, that a certain sum should be allowed as wages to the man who conducted the business; and that then the surplus of profits should be divided in whatever ratio might have been agreed upon. "But," said the right hon. Member for Oxford, "if you do that we shall postpone you to all the other creditors, and you may deem yourself fortunate if we do not confiscate your money altogether." The right hon. Gentleman urged that in such a case, the lender should require a certain profit—say 10 per cent; that he should insist upon receiving that amount, whether the poor wretch who managed the business was able to provide for his own subsistence or not; and, if he was ruined, the lender would then come in and be treated pari passu with the other creditors. Now, the Bill provided for the case of loans calculated upon a principle different from that of a fixed rate of interest. The hon. Member for Huntingdon (Mr. T. Baring) and some other hon. Gentlemen had spoken of the Bill as if it were a bold, wild, and revolutionary measure. Now, it appeared to him (Mr. Lowe) to be an exceedingly moderate measure, for it did not touch the subject of partnership at all, hut dealt only with that of loans, leaving the question of partnership, with regard to which great difficulty existed, for subsequent consideration. He believed that what the Bill proposed to effect was at present the law of the land. The Bill might be objected to on the ground that it only proposed to establish what was now the law, but although he believed it to be the law it had not been so declared by the judicial tribunals. A bank had recently been established upon the principle of giving depositors a share of the profits of the concern by way of interest upon their deposits; and according to the opinions of high legal authori- ties, which had been taken by the projectors of the bank, such a participation in the profits would not render the depositors liable as partners. The question had not, however, been decided by the judicial tribunals, and the Bill would remove any doubts which might exist upon the subject. He, therefore, hoped the House would assent to the second reading of the Bill.

said, if he required any justification for having voted with the minority in favour of the adjournment, he found it in the extraordinary speech of the right hon. Gentleman who had just sat down. He had listened with great attention to that speech, but he could not understand it, and he thought that was an excellent reason for adjourning the debate. He did not object to the principle of limited liability, but he did entertain the strongest objection to the principle involved in the third clause of the Bill under consideration. He believed that clause would inflict a most serious blow upon the commerce of the country, and he trusted the House would carefully consider the subject before they gave it their assent. He thought the speech of the right hon. Gentleman was calculated to excite great alarm in connection with the question, and he hoped the House would not now agree to the second reading of the Bill.

said, he should oppose the second reading of the Bill, as it stood, for he thought that the right hon. Gentleman the Vice President of the Board of Trade should have adopted the course suggested to him by the right hon. Gentleman the Member for the City of Oxford. It was, he thought, but fair that a person who participated in the profits of a business should also share in its liabilities; but the effect of the present measure would be that, when a party having a claim against a firm applied for payment to the person whom he might think responsible to him, he would find him a creditor equally with himself.

said, that the right hon. Gentleman (Mr. Lowe) had told them the object of the Bill was not to alter the law of partnership, but he found in the preamble these words—"Whereas it is expedient to amend the law relating to partnership." If the Bill had been a final measure, he (Mr. Horsfall) would have been disposed to support it, but after the threat of the right hon. Member for Kidderminster, that next year another alteration in the law of partnership was to be proposed, he (Mr. Horsfall) would give his vote against it. If another Bill on the subject were to be brought forward next Session, why should not the present measure be postponed and amalgamated with it?

said, he would now move the second reading of this Bill, which was to give effect to the Resolution of the House passed in pursuance of a message from Her Majesty providing a pension of £1,000 a-year to Sir William Fenwick Williams for his gallant conduct in the defence of Kars.

said, he must express a hope that the services of the other gallant gentlemen who acted with Sir William Fenwick Williams would not be forgotten.

moved its postponement till Friday.

said, he must complain that a Bill of this importance, hurried through the Lords as it had been, should be fixed for a Government night, when, if it came on at all, it must be discussed at so late an hour that any satisfactory consideration of the matter would be out of the question. The measure was a special piece of legislation intended to meet a particular case, and there were many grounds why the House should devote particular attention to it.

said, he must explain that the fixture had been made to meet the views of the hon. and learned Gentleman who had charge of the Bill.

said, he could assure the House that his only object in bringing forward the Bill was to amend what appeared to him and other Gentlemen of the Bar, as well as to a large portion of the community, to be serious defects in the existing law. He would name Friday for the second reading, with a view of giving himself an opportunity of then naming a future day, which he did not feel at liberty to do without consulting with some gentlemen with whom he was acting in the matter.

said, that the Bill was looked upon in Ireland as one framed for the purpose of screening from their lawful responsibility the shareholders of the bank of the late Mr. John Sadleir, who had once been a Lord of the Treasury. He had received several communications, stating that the Bill, which had been passed through the House of Lords, was one calculated to still further swindle the depositors in a concern which the Master of the Rolls in Ireland had declared was the greatest swindle he had ever known, his Honour basing that statement on a document published a few days before the stoppage of the bank—a document, he (Mr. Whiteside) was sorry to say, signed by a Member of that House. The Master of the Rolls had stated that that document contained some of the foulest statements he had ever read. The depositors in the country parts of Ireland had presented a petition to the House praying to be heard by counsel, and proposed to show that every shilling which the shareholders possessed ought to be made available before the victims were swindled out of all their deposits by that swindling concern. Was that House prepared to pass a Bill ex post facto to screen the bank of Mr. John Sadleir? If his hon. and learned Friend imagined that such a Bill as that was to be passed by that House he was greatly mistaken. At all events it was too serious a matter to be entered into at two o'clock in the morning—a favourite hour for considering Irish Bills. [An Hon. MEMBER: This is not an Irish Bill.] That is quite a delusion. It is an Irish Bill.

said, he hoped that a discussion would not now be entered into on a measure for the consideration of which the hon. and learned Gentleman the Member for Wallingford (Mr. Malins) had expressed his intention to give time.

said, he did not think that those hon. and learned Members who had expressed their opinions as to the objects of this Bill were entirely to blame, seeing the circumstances under which it was introduced to the House, and the early day named for the second reading. He would have been perfectly satisfied with the assurance of his hon. and learned Friend the Member for Wallingford that abundant time would be given for the consideration of the proposed measure were it not for the qualification which he annexed to that promise—namely, that he would give time so far as was consistent with the object which he had in view. That qualification of his hon. and learned Friend was of very little value if his object were to press on the Bill. The Bill had come down from the House of Lords. ["Order, order!"] He hoped he was not out of order in saying that the Bill had come down from the House of Lords; and, further, that it was a measure which should not be pressed through the House of Commons without due consideration, having regard to the feelings entertained in Ireland in respect to the effects which it would have in that country.

said, he hoped it was unnecessary to assure the House that his object in taking charge of the measure was not to screen the concern alluded to, or to work injury to any person. He believed that the measure was called for, but he had no desire whatever to press it hurriedly through the House. As he had before stated, his reason for wishing to have it placed on the paper for Friday was, that some day for the second reading might then be fixed, so that the Bill might be duly considered; but in the absence of those with whom he was acting in the matter he did not now feel at liberty to name any day beyond Friday.