Costs of Compulsory Enfranchisement of Copyholds.-Limited Liability Bill.

95

of business as, from the magnitude of the trust fund. Good feeling, and a desire to capital necessarily employed in them, are save expense to the trust, alone keeps a beyond the compass of individuals, and that trustee or his advisers from relieving himin all cases in which private individuals can self from risk by such a course; but how compete on equal terms with public com- little likely are such feelings or desire to panies, the former will be the most success- deter the Trust Society from taking a step ful. The business of executorships and which may be evidently for their own petrusteeships is essentially that which de- cuniary benefit! pends on personal confidence and discretion. It requires no capital whatever. It is that which, of all others, appears to be the most unsuited to the deliberation of a board of directors, who must necessarily be con- A similar Bill was before the House of tinually shifting and changing. The dis- Lords last session, referred by them to a closure and discussion of the private affairs committee, consisting of the Duke of of families, of the amount of their property Buccleuch, Earl of Lonsdale, and Lords and of the incumbrances upon it before Brougham, Overstone, and St. Leonards, such a board, would be deprecated by all and upon their report rejected by the parties concerned; and yet, without such House. disclosure and discussion, it is impossible

For these reasons-and many others might be adduced if it were necessary— It is submitted that the Bill should not pass into a law.

that the trust can be properly or judiciously COSTS OF COMPULSORY ENFRAN

executed.

CHISEMENT OF COPYHOLDS.

WE hear no inconsiderable difficulty has arisen regarding the costs payable to the lord of a manor or his solicitor, by a copyholder seeking enfranchisement under the compulsory powers of the Copyhold Act (15) & 16 Vict. c. 5, s. 30), and that the matter is at present under the consideration of the law officers of the Crown.

Moreover, the duties and responsibilities cast upon the directors would be inconsistent and conflicting. On the one hand, they would be responsible to their constituents, the company, for the most profitable exercise of their powers, which could only be effected by increasing the expense of the management of the trust funds committed to their care: while, on the other hand, they would be responsible to their other constituents, the cestui que trusts, to limit that The intention of the Enfranchisement expense as much as possible. It is from Acts always appeared to throw the costs of the conviction of the impossibility of recon- compulsory enfranchisement on the copyciling these conflicting inducements, that holder. We hope ere long to enter more Courts of Equity have laid down the rule, in detail in the matter. In the meantime that no trustee shall, under any circum- it behoves lords and stewards of manors to stances, derive pecuniary remuneration for be upon the alert. the execution of his trust; and so stringent is the rule, that though solicitors, barristers, bankers, and other agents must necessarily be employed and paid in the management of trusts, yet a trustee acting in any of these capacities, for the purposes of the trust, is debarred from the remuneration for his services which must and would be paid and allowed to him if he were not a

LIMITED LIABILITY BILL.

THE preamble states, that it is expedient to enable members of Joint Stock Companies to limit the liability for the debts and engagements of such companies to which they are now subject: it is therefore proposed to enact as follows:

1. Any joint-stock company to be formed under the Act of 8 Vict. c. 110 (other than an insurance company), having a capital stock of the nominal amount of not less than 20,000l., divided into shares of a nominal value not less than 251. each, may obtain a certificate of complete registration with limited liability upon complying with the conditions following, in addition to doing all other matters and things now required in order to obtain a certificate of complete registration; that is to say

(1.) The promoters shall state on their returns to the office for provisional regis

tration that such company is proposed to be formed with limited liability: (2.) The word "limited" shall be the last word of the name of the company: (3.) The deed of settlement shall contain a statement to the effect that the company is formed with limited liability: (4.) The deed of settlement shall be executed by shareholders holding shares to the amount in the aggregate of at least threefourths of the nominal capital of the company, and there shall have been paid up by each of such shareholders on account of his shares not less than 201. per

centum :

(5.) The payment of the above per-centage shall be acknowledged in or endorsed on the deed of settlement, and the fact of the same having beeen bona fide so paid shall be verified by a declaration of the promoters, or any two of them, made in pursuance of the Act made in the 6 Wm. 4, c. 62: And upon such conditions being complied with, and such other matters and things done, the registrar of joint-stock companies shall grant a certificate of complete registration with limited liability to such company.

2. Any joint-stock company, except as aforesaid, completely registered under the said Act of the 8 Vict., and having a capital stock of the nominal amount of not less than 20,000l., may obtain a certificate of complete registration with limited liability, in manner and subject to the conditions following; that is to

say

The directors of such company may, with the consent of at least three-fourths in number and value of its shareholders present at any general meeting summoned for that purpose, make such alteration in the name, nominal value of shares, and deed of settlement of the company as may be necessary for enabling it to comply with the conditions herein before mentioned with respect to joint-stock companies seeking to obtain certificates of complete registration with limited liability; and upon compliance with such conditions the registrar shall grant to such company, by its new name, a certificate of complete registration with limited liability, and thereupon all privileges and obligations hereby attached to companies with limited liability, their shareholders, directors, and officers, shall attach to the company named in such certificate, its shareholders, directors, and officers.

ments, and other official publications of such company.

4. If such company do not paint or affix, and keep painted or affixed, its name, in the manner aforesaid, each of the directors thereof shall be liable to a penalty not exceeding 57. for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed; and if any director or other officer of the company, or any person on its behalf, use any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issue or authorise the issue of any notice, advertisement, or other official publication, relating to the business of the company, wherein its name is not mentioned in the manner aforesaid, he shall be liable to a penalty of 50%.

5. No increase to be made in the nominal capital of any company that has obtained a certificate of complete registration with limited liability shall be advertised or otherwise treated as part of the capital of such company, until it has been registered with the registrar of jointstock companies; and no such registration shall be made unless a deed is produced to the registrar, executed by shareholders holding shares of the nominal value of not less than 251. to the amount in the aggregate of at least three-fourths of the proposed increased capital of the company, nor unless it is proved to the registrar, by such acknowledgment and declaration as hereinafter-mentioned, that upon each of such shares there has been paid up by the holder thereof an amount of not less than 201 per centum; and if any such increase of capital as aforesaid be advertised or otherwise treated as part of the capital of the company before the same has been so registered, every director of such company shall incur a penalty of 50l.; and the payment of the above percentage shall be acknowledged in or endorsed on the deed so produced, and the fact of the same having been bona fide so paid shall be verified by a declaration of the directors, or any two of them, made in pursuance of the said Act made in the 6 Wm. 4, c. 62.

6. The members of a joint-stock company which has so obtained a certificate of complete registration with limited liability, after such certificate is granted, notwithstanding the provisions contained in the said Act of the 8 Vict., shall not be triable under any judgment, de cree, or order which shall be obtained against such company, or for any debt or engagement of such company, further or otherwise than is hereinafter provided.

7. If any execution, either at Law or in 3. Every company that has obtained a cer- Equity, shall have been issued against the protificate of complete registration with limited perty or effects of the Company, and if there liability shall paint or affix, and shall keep cannot be found sufficient whereon to levy painted or affixed, its name on the outside of such execution, then such execution may be every office or place in which the business of issued against any of the shareholders to the the company is carried on, in a conspicuous extent of their shares respectively in the capiposition, in letters easily legible, and shall tal of the company not then paid up: Provided have its name engraven in legible characters always, that no such execution shall issue on its seal, and shall have its name mentioned against any shareholder except upon an order in legible characters in all notices, advertise- of the Court in which the action, suit, or other

Limited Liability Bill.-Law of Partnership Amendment Bill.

proceeding shall have been brought or insti- fide purpose of winding up its affairs, every tuted, made upon motion in open Court, after director of such company shall be liable to a sufficient notice in writing to the persons penalty not exceeding 50l. for every week dusought to be charged; and upon such motion ring which such business is so unlawfully such Court may order execution to issue ac- carried on. cordingly; and for the purpose of ascertaining the names of the shareholders, and the amount of capital remaining to be paid upon their respective shares, it shall be lawful for any person entitled to any such execution, at all reasonable times, to inspect the register of shareholders without fee.

11. If any company whose trading and business ought under the last immediately And if any material omission or mis-statement preceding section of this Act to have ceased is made in any of the above particulars such continues after that time to carry on any trad- loan shall be deemed not to have been made ing or business, except for the sole and bond in manner authorised in this Act.

Law of Partnership Amendment Bill.-Review: Warren's Miscellanies.

NOTICES OF NEW BOOKS.

Miscellanies, Critical, Imaginative, and Juridical. By SAMUEL WARREN, D.C.L., F.R.S., Q.C. In 2 vols. William Blackwood and Sons, Edinburgh and London, 1855.

OUR readers are doubtless aware that Mr. Warren has long been a leading contributor to Blackwood's Magazine, and we rejoice that he has been induced to select and edit a large portion of his articles which have appeared in that celebrated periodical, and have been justly considered of great and general interest, and which treat of subjects of enduring value and importance.

The first volume of the series contains the following articles :

1. The Bracelets; a Tale.

2. My First Circuit; Law and Facts from the North.

3. Sir William Follett, Attorney-General. 4. Memoir of John William Smith, of the Inner Temple, Barrister-at-Law.

5. Who is the Murderer? a Problem in the Law of Circumstantial Evidence.

6. The Duke of Marlborough.

Review: Warren's Miscellanies.

99

7. The Paradise in the Pacific. 8. Uncle Tom's Cabin.

9. Calais.

10. Pegsworth; a Press-Room Sketch. The second volume comprises :

11. The Mystery of Murder and its

fence.'

12. The Welsh Rioters; High Treason. 13. High Treason and Murder; Moral Insanity.

14. The Romance of Forgery.

15. Duelling; and "What's in a Name." 16. The Murdered Glasgow Spinner; and the Trials of Daniel O'Connell and William Smith O'Brien.

17. The Martyr Patriots. 18. Speculators among the Stars. 19. Some Personal Recollections of Christopher North.

The interesting and extensive variety of subjects thus comprehended in these volumes render them equally acceptable to the general and the professional reader. They display the rare endowments of the learned author; his graphic powers, his deep and successful study of human nature, his philosophic reflections, moral and intellectual, and the vivid and impressive style for which he is so remarkable.

juniors and inferiors he was always goodnatured and considerate; and towards the judicial bench he exhibited uniformly a demeanour of dignified courtesy and deference. He was very tenacious of his own opinionsconfident in the propriety of his view of a case De--apparently so, always, for he could assume a confidence though he had it not-and would persevere in his efforts to overcome the adverse humour of Judges and juries, to an extent never exceeded; yet withal so blandly, so unassumingly, so mildly, that he never irritated or provoked any one. His temper and self-possession were unequalled, and approached as nearly as possible to perfection. Amidst all the distracting multiplicity of his engagements the sudden and harassing emergencies arising incessantly out of his prodigious practice-he preserved an urbane tranquillity which gave him on all occasions the full possession of his extraordinary faculties, enabled him to concentrate them instantly upon whatever was submitted to his attention, however suddenly—and to conquer without irritating or mortifying even the most eager and sensitive opponent. He never suffered himself to be in a hurry, or fidgeted; however sudden and serious the emergency which frighted others from their propriety, he retained and exhibited complete composure; surveying his position with lightning rapidity, and taking his measures with consummate caution-with sketches of Sir William Follett and Mr. prompt and bold decision. His John William Smith, though more pecu- important causes all going on at once in their guiding energies kept frequently half a dozen liarly attractive to lawyers, and especially to proper course. He would glide in at a critical those who knew those eminent members of moment-paying, in his agitated client's view, the Profession, cannot fail to attract every an angel's visit '—and with smiling ease seize intelligent reader. They are written by this advantages seen by none but himself, repair distinguished author with his accustomed disasters appearing to others irreparable, and brilliant talent and eloquence, and evince with a single blow demolish the entire fabric which in his absence had been laboriously and extraordinary powers of discrimination in skilfully raised by his opponent. No impetudelineating the characteristic excellencies osity or irritability, on the part of others, could of each individual, bringing before the provoke him to retaliate, or sufficed to disturb reader the various features of their respec- that marvellous equanimity of his, which entive talents and attainments. abled him the rather good-naturedly to convert impetuosity and loss of temper in others, into an instrument of victory for himself. When others, not similarly blessed, would, in like manner, essay to rush to the rescue, their hurried and confused movements served only to place them more completely prostrate before him."

The biographical and characteristic

We select the following sketch of Sir William Follett, which shows how observant Mr. Warren has been of the forensic powers of that eminent advocate :

"Let us now, however, endeavour to point out some of the excellencies of Sir William Follett's character; and perhaps the most pro"Towards adverse and frequently interuptminent of them was his admirable temper. ing Judges-towards petulant counsel-toContinually in collision with others, on behalf wards impudent, equivocating, dishonest witof important interests entrusted to him, and nesses, Sir William Follett exhibited unwaverexposed to a thousand trials and provocations, ing calmness and self-possession; and withal a that temper, nevertheless, scarce ever failed dignity of demeanour by which he was rehim. Serene and unruffled on the most excit-markably distinguished, and which lent importing occasions, his manners were perfectly fascinating to all those who came in contact with him. A rude or unkind expression may be said never to have fallen from his lips towards an opponent-or, indeed, any one; towards

This appeared in the Law Review.

ance to even the most trivial cases which could be intrusted to his advocacy. Perhaps no man ever defeated a greater number of important cases, by unexpected objections of the extremest technical character, than Sir William Follett; but he would do it with an air and manner so courteous and imposing, as to lead