Limited Liability Partnerships. 145 this country is capable of being rendered so much richer than it is, I must demur to any objection to a change of the law which proceeds upon the idea that we already have enough of capital for all beneficial purposes. For in truth the whole of this objection seems to involve the notion, unsound in every economical view, that a country can have too much capital, or that all its capital should not be made available to the highest degree. Else why if the system of limited liability is advantageous in giving full effect to the capital of a poor country, are we to be deprived of the benefit? This is the strict logical result of such an objection, and it amounts therefore to a most obvious reductio ad absurdum. when the furthest extent of their resources would pital advantageously to introduce. If any one be easily known, and when the indefinite liability, is of opinion that the resources of this country which now gives such schemes all their facti- have been fully developed, or that the capital tious credit and importance, was withdrawn. we possess is sufficient, under the present law Independently of this, with regard to such of partnership, to carry them to their utmost periods of excitement and panic as those of limits, he will of course reject my argument; 1824-5, 1836, 1841, 1845, 1846, and 1847, I but believing as I do, that much remains to be believe that the present law of partnership had accomplished, both in trade and agriculture, no inconsiderable effect in giving rise to the and that whatever capital is in existence should perturbations which then took place. Unless be made available for this purpose to its fullest there had been an immense amount of capital extent, I can admit of no distinction between in the country which was not profitably em- this and poorer countries; and when I see that ployed, the opportunity would not have been afforded for the schemes which caused the panic and excitement in those periods; and the best preventive of their recurrence seems to be to afford convenient means for the profitable investment of capital by a system of limited liability, which by equalising the pressure will render it wholesome and beneficial. "But the great objection stated by the minority of the Committee, and which still forms the leading ground of opposition against limited liability is, that although such a system may suit a country where capital is scarce, it is inapplicable to, and would be dangerous in, this country, where there is no want of capital to carry out any enterprise the prospects of which are capable of reasonable demonstration. Now this objection, I venture to think, is altogether fallacious. There is a large class of the community active and enterprising, but with whom capital is scarce, on whom the system would operate as beneficially as it does in those countries generally which are limited in point of capital; and it is impossible to overlook the case of such, notwithstanding the general wealth of this country and the abundance of resources that may be at hand for carrying out every reasonable enterprise. But with regard to capital never being wanting to carry out any reasonable enterprise, this is a view from which I beg totally to dissent. If we confine our at-nufactures, I have yet to learn that such a state tention to trade and manufactures as carried on in the great commercial districts of the country, there may be some appearance of truth in the proposition. But the moment we extend our view over the whole country, and take into account the agricultural, as well as the trading "There is one aspect of the question which and manufacturing interests, we shall find that I am anxious to bring before the notice of the there is a great want of capital, and that this society, both because I think it has not occuwant operates in the most unfavourable manner. pied a sufficiently prominent place in most of Not only are there many small towns advan- the discussions on this subject, and also betageously situated for manufactures and trade cause, although it really forms the most imwhich vegetate from generation to generation, portant element in the whole question, it does not only are many works of public utility, and not strictly fall within the cognizance of any of which might be ultimately profitable to their our committees. I allude to the social bearpromoters, left unattempted throughout the ings of the question,-its relations to the precountry, but a large proportion of land ca- sent state and prospective condition of the pable of being profitably cultivated remains working classes. The great inequality of prounimproved, while a very considerable propor-perty in this country is no doubt production of that which is under cultivation yields tive of many social evils; and all laws whose only half returns, in consequence of the want tendency it is artificially to maintain this inof capital on the part of landholders and far- equality, must be regarded as impolitic and mers. And the evil is daily becoming more unwise. Such are the law of primogeniture and felt in this latter case, since the present state of the law of unlimited liability in partnership. agricultural science has suggested many im- The latter of these is no doubt productive of provements which it requires considerable ca- the greatest evils. What the working classes 1 "If it be true that there is some fear on the part of capitalists of the rivalry of societies and partnerships under the principle of limited liability, I venture to think that such fear is unwarranted by the sound principles of economical science. The general increase of the capital of the country, or the rendering more available what exists, must operate favourably on every branch of trade. New enterprises undertaken, new fields of industry cultivated, and new markets opened up do not necessarily interfere with the old ones. And if the present law does give to those possessed of large capitals a monopoly in certain departments of trade and ma of things tends to the public advantage, or that those who benefit by it would not benefit still more under a system of unlimited competition and the full development of all our resources. 146 Inmited Liabilities.-Review: May's Treatise on the Usages of Parliament. NOTICES OF NEW BOOKS. A Practical Treatise on the Law, Privileges, feel,' says Mr. J. S. Mill, is not so much the inequality of property, considered in itself, as the inequality consequent upon it, which unhappily exists now, namely, that those who already have property have so much greater facilities for getting more, than those who have it not, have for acquiring it.' That the present law of partnership throws impediments in the way of working men acquiring property, is a matter of which there can be no question. The expense and difficulty of obtaining an act or a charter render it impossible for them to undertake schemes on the principle of limited liability, and with regard to ordinary partnerships, the THIS new edition of Mr. May's Practice formidable responsibility which may be incurred comprises the latest precedents of parliaprevents persons possessed of capital from as- mentary proceedings to the end of the last sisting working men in undertakings which they Session; and the numerous changes of might often be qualified to carry on effectively. practice, particularly relating to private And what renders the evil more serious is, that Bills, are carefully introduced into the at the present day trade and manufactures can in general only be carried on successfully by work, with much new matter and very numeans of large capitals; so that the difficulty merous references. of a working man in bettering his condition is now greater than ever, and those who have saved a little money have no means of investing it at a profit at all proportionate to that which their employers enjoy. Of course, all this tends to prevent the formation of habits of frugality and saving among the working classes, and to foster a general spirit of discontent with their condition, which leads them often to regard unfavourably the legitimate profits of capital. The consequence of which is, that a hostile spirit subsists to a very great "Conditions to be observed by parties before degree in the manufacturing districts between private bills are introduced into Parliament: employers and employed, and which occasion-proof of compliance with the standing orders. ally breaks forth in the strikes' and 'lock- "Course of proceedings upon private bills inouts,' from which the general interest of the troduced into the House of Commons; with country suffers, and which threaten our whole social system. "I cannot but think that if a system of partnership with limited liability were introduced, which would allow the working classes to unite together in carrying on the business with which they were acquainted, and which should afford greater facilities for intelligent and industrious artisans being taken into partnership by their employers, or receiving assistance from persons possessed of capital, it would tend both to the prosperity of the country, and to the peace and happiness of a large portion of the community. Considering the discontent and the socialist tendencies which undoubtedly exist in the manufacturing districts, I see no remedy for the present evils so direct and efficacious as a change in the law, which should afford to the working classes the opportunity of becoming capitalists themselves, and participating, ac cording to their industry and frugality, in the profits of capital. And with the views which entertain, I do not rest the matter solely on the grounds of policy and expediency; but regard the change with reference to the working classes, as well as to the rest of the community, as a measure of substantial justice." I The first part of the volume treats of the constitution, powers, and privileges of Parliament; the second of the practice and proceedings in Parliament; and the third, the manner of passing private bills. the following chapters :- "Distinctive character of private bills: preliminary view of the proceedings of Parliament in passing them. the rules, orders, and practice applicable to each stage of such bills in succession, and to particular classes of bills. "Course of proceedings in the Lords upon private bills sent up from the Commons. 66 Rules, orders, and course of proceedings in the Lords upon private bills brought into the House upon petition: and proceedings of the Commons upon private bills brought from the Lords. Local and personal, and private Acts of Parliament. 'Fees payable by the parties promoting or opposing private bills. Taxation of costs of parliamentary agents, solicitors, and others." From the last chapter relating to Fees payable and the taxation of Costs, we extract the following passages : "The fees which are chargeable upon the various stages of private bills, and are payable by the several parties promoting or opposing such bills, have been settled in both Houses. The tables of fees are well known to parlia mentary agents; they are published in the standing orders of the Commons, and in the House of Lords they are separately printed and are readily accessible to parties interested. "It is declared by the Commons, 'That every Bill for the particular interest or benefit Review: May's Practical Treatise on the Law, Privileges, and Usages of Parliament. of any person or persons, whether the same be brought in upon petition or motion, or report from a Committee, or brought from the Lords, hath been and ought to be deemed a private bill within the meaning of the table of fees;' and that the fees shall be charged, paid, and received at such times, in such manner, and under such regulations, as the speaker shall from time to time direct.'' 147 a re in the Lords. Both these Acts, however, were ment. In each House there is a taxing officer, having all the necessary powers of examining "In both Houses there are officers whose the parties and witnesses on oath, and of callspecial duty it is to take care that the fees are ing for the production of books or writings in properly paid by the agents, who are respon- the hands of either party to the taxation. sible for the payment of them. If a parlia-Lists of charges have been prepared, in pursumentary agent or a solicitor acting as agent for ance of these Acts, in both Houses, defining any hill or petition be reported as defaulter in the charges which parliamentary agents, solithe payment of the fees of the House, the citors, and others will be allowed to charge Speaker orders that he shall not be permitted for the various services usually rendered by to enter himself as a parliamentary agent, in them.? any future proceeding, until further directions "Any person upon whom a demand is made have been given. In the House of Commons by a parliamentary agent or solicitor, for any the whole of the fees were formerly collected costs incurred in respect of any proceedings in and carried to a fee fund, whence the salaries and expenses of the establishment were partly defrayed; the balance being supplied from the Consolidated Fund. But by the 12 & 13 Vict. c. 72, all moneys arising from the fees of the House are carried to the Consolidated Fund; and the officers are paid from the public revenues. In the House of Lords a considerable portion of the fees is appropriated to a general fee fund; but a part is still reserved for the particular use of officers, whose emoluments are derived from that source. "In the case of Chippendall's Divorce Bill in 1850, the promoter petitioned to be allowed to prosecute the bill in formá pauperis, and in both Houses this privilege was conceded to him, on proof of his inability to pay the fees. The Committee on the bill in the Commons, to whom his petition had been referred, distinguished his case from that of the suitor for any other kind of bill, and considered that the remission of the fees would not afford a precedent in other parliamentary proceedings. In pursuance of an address of the House of Commons, in 1829. the fees payable upon all bills for continuing or amending Turnpike Road Acts, which receive the Royal Assent, are discharged by the Treasury.3 2 "The last matter which need be mentioned in connexion with the passing of private bills, is the taxation of the costs incurred by the promoters, opponents, and other parties. Prior to 1825 no provision had been made by either House, as in other Courts, for the taxation of costs incurred by suitors in Parliament. In 1825 an Act was passed to establish such a taxation in the Commons; and in 1827 another Act was passed, to effect the same object "Table of Fees. " See Report, 25th July, 1850; 105 Com. J. 563. In 1604 counsel was assigned to a party, in a private bill, in formá pauperis, he being a very poor man.' 1 Com. J. 241. 384 Com. J. 90. 46 Geo. 4, c. 69. the House, or in complying with its standing orders, may apply to the taxing officers for the taxation of such costs. And any parliamentary agent or solicitor who may be aggrieved by the nonpayment of his costs, may apply, in the same manner, to have his costs taxed, preparatory to the enforcement of his claim. The client, however, is required by the Act to make this application within six months after the delivery of the bill. But the Speaker in the Commons, or the Clerk of the Parliaments in the Lords on receiving a report of special circumstances from the taxing officer, may direct costs to be taxed after the expiration of six months. "The taxing officer of either House is enabled to tax the whole of a bill brought before him for taxation, whether the costs relate to the proceedings of that House only, or to the proceedings of both Houses; and also other general costs incurred in reference to the private bill or petition. And each taxing officer may request the other, or the proper officer of any other Court, to assist him in taxing any portion of a bill of costs. And the proper officers of other Courts may, in the same manner, request their assistance in the taxation of parliamentary costs. "In the Commons the taxing officer reports his taxation to the Speaker, and in the Lords to the Clerk of the Parliaments. If no objection be made within 21 days, either party may obtain from the Speaker or Clerk of the Parliaments, as the case may be, a certificate of the "57 & 8 Geo. 4, c. 64. "6 10 & 11 Vict. c. 69; 12 & 13 Vict. c. 78. "These lists are printed for distribution to all persons who may apply for them. 148 the recovery of the amount so certified, will have the effect of a warrant of attorney to confess judgment, unless the defendant shall have pleaded that he is not liable to the payment of the costs." Law of Vendor & Purchaser.-Points in Common Law Practice.-Notes of the Week. costs allowed, which in any action brought for son his executors. The son received personal estate and misapplied the same, and afterwards sold a freehold house to the defendant, who had notice of the will. A legacy of 2,000l. had not been paid, and the plaintiff now claimed it from the purchaser as a charge on the property bought by him. The Master of the Rolls held, that the purchaser was not bound to see to the application of the purchase-money, and that he was not liable to make good the charge, inasmuch as if the legacies were charged on the real estate, the debts must also be charged thereon, and that therefore the son was able to give valid receipts for the purchase-money of the real estate. Dowling v. Hudson, 17 Beav. We have had occasion, in reviewing the former editions of Mr. May's book, to notice the care and research bestowed in collecting the materials, and the skill with which they are arranged. These excellent qualities, appertaining to a legal work, have been continued and diligently exerted in the present edition, which makes its appropriate appearance at the commencement of another Session of Parliament. We commend it to all who are engaged as solicitors in the important and profitable business of parliamentary practice. LAW OF VENDOR AND PURCHASER. ACCEPTANCE OF CONTRACT WITHIN REA SONABLE TIME. 248. POINTS IN COMMON LAW JURISDICTION TO RETURN RULES AT ALTHOUGH it is not the practice to enlarge rules to Chambers, without the consent of both parties, it is competent to the Court, in cases of necessity, to grant rules nisi on the last day of Term, returnable at Chambers. Casse v. UNLESS a valid acceptance be given within a reasonable space of time, to a written offer to sell an estate, it will be treated as abandoned; and where no step had been taken within five years, a bill to enforce the contract was dis-Wright, 14 Com. B. 562. missed. Williams v. Williams, 17 Beav. 213. EFFECT OF CONDITIONS OF SALE ON IN- AMENDMENT AFTER TRIAL BY ADDING PLEA. Per Jervis, C. J,-" It is by no means clear that, even after trial, leave may not be given to amend by adding a plea, where it was properly asked for at the time of the trial." Charnley v. Grundy, 14 Com. B. 608. NOTES OF THE WEEK. If conditions of sale simply state the facts, and stipulate that the purchaser shall take such title or such interest as the circumstances detailed would confer upon him and no other, the purchaser must accept it, whatever it may be. But if they go on to state that the vendors have power to sell the fee, the purchaser is entitled to examine into the question whether ATTENDANCE the vendors have anything to sell or not, as their power so to do may have arisen from separate and independent sources. Johnson v. Smiley, 17 Beav. 223. LIABILITY OF PURCHASER TO SEE TO AP- A testator ordered all his just debts and funeral expenses to be paid by his executors, and then directed the expenses of an annual mass for the repose of his soul to be defrayed out of the residue of his estates, and after giving certain legacies, he gave the residue of his real and personal estates, subject as aforesaid, to his son, whom he appointed with another per AT THE EQUITY JUDGES' CHAMBERS DURING THE CHRISTMAS VACATION. THE Chambers of the Vice-Chancellor Sir John Stuart, will be open every day, except Mondays and Saturdays, from 11 till 1, to dispose of applications for Time. LAW APPOINTMENTS. Mr. Freeland Filliter, of Wareham, has been appointed Clerk to the Burial Board of Swan age. Mr. Thomas Standbridge has been appointed Town Clerk of Birmingham, in the room of Mr. Wm. Morgan, resigned. Mr. Robert Phippen, solicitor, has been elected Sheriff of the City and County of Bristol. Proceedings in Par. relating to the Law.-Superior Courts: Lords Justices.—Rolls. PROCEEDINGS IN PARLIAMENT 149 Mercantile Law, especially as to debtors and creditors in general, should be "much pondered upon," ere we engraft a solitary, but most important, change in our Commercial Law and in transactions of everyday occurrence. In the House of Commons, a notice has been given by Mr. Crauford of reviving the Bill of last Session, enabling the Courts in England, Ireland, and Scotland, to enforce the judgments respectively of the other parts of the United Kingdom. This appears to be a just measure, but we shall, of course, reconsider the Bill and its several enactments when we see it in print. WE observe that Lord Brougham has given notice of renewing his Bill to Assimilate the Law of England to that of Scotland in regard to Dishonoured Bills of Exchange and Notes, and to enable the holder to register these negotiable instruments, and in six days to issue Execution. Under the Common Law Procedure Act of 1852, a judgment may be obtained in eight days in an action on a bill or note where there is no defence. Execution, however, is mercifully stayed for another eight days. We feel sure that the noble lord does not mean to exclude With the War Bills, to pass which the just defences to actions on bills of exchange, Parliament has been convened, we have nor does he intend to overwhelm the drawer strictly no concern. To the Foreign Enlistor indorser, who may be unable instantane- ment Bill, we confess our aversion, unless ously to pay a bill which the acceptor, who it could be demonstrated as absolutely neis primarily liable, has neglected to honour. cessary: necessitas non habet legem. There are 19 points of difference between the Militia Bill we are so far interested, the Laws of England and Scotland relating that we believe a large number of the to bills and notes. Should we not wait till younger men of the Profession will soon the Commissioners on Mercantile Law have appear as officers, not in her Majesty's made their report and published the evi- Superior Courts, but in her valiant Army,dence given before them, and weighed and not to prosecute or defend her subjects in considered the evidence and the views of the suits or actions, but to engage in the great Commissioners, prior to legislating on the warfare in which the nation is engaged. subject, especially as the proposed Bill com- We know, indeed, that many who are prises so small a part of the 19 sections of under articles of clerkship have already diversity? Moreover, the other heads of accepted commissions in the militia. In RECENT DECISIONS IN THE SUPERIOR COURTS. Lords Justices. Rolt, G. M. Giffard, and Karslake for the South Wales Railway Company v. Wythes and appellants; Daniel and Babington for Mr. another. Dec. 12, 1854. Wythes; W. M. James, Rogers, and Selwyn for the other defendant. The Lords Justices said, that the contract SPECIFIC PERFORMANCE OF CONTRACT TO CONSTRUCT RAILWAY. — EXECUTION OF was not such as this Court could compel the defendants to perform, and that the appeal must be dismissed with costs. BOND. Held, dismissing with costs an appeal from the decision of Vice-Chancellor Wood, that specific performance will not be decreed of a contract entered into by the defendants to construct the works of a branch line of the plaintiffs' railway, and for the execution of a bond in a penal sum for the performance of the works. THIS was an appeal from the decision of Vice-Chancellor Wood allowing a demurrer to this bill, which was filed to enforce the specific performance of a contract entered into by the defendants to construct the works of a branch line of the plaintiffs' railway to Pembroke, and also to execute a bond in the penal sum of 50,000l. for the performance of the works in accordance with their agreement. Ranger v. Great Western Railway Company, 1 Rail. Ca. 1, was referred to. Master of the Rolls. Morgan v. Hatchell. Dec. 9, 1854. ATTESTATION OF DEED POLL APPOINTING GUARDIAN TO INFANT. Held, that the attestation of a deed poll appointing a guardian to an infant, is properly attested by the guardian and the solicitor acting in the matter, under the 12 Car. 2, c. 24, s. 8. Ir appeared that by a deed poll dated May, 1854, Mr. Morgan, of Wexford, appointed Mrs. Boyse as guardian to his infant daughter, and that its execution was witnessed by the solicitor acting in the matter, and by Mrs. Boyse. The question was now raised upon the death of Mr. Morgan, whether Mrs. Boyse was a com |