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Evidence on Limited Liability Partnerships.

P. P. and J.S.A. 1-5. Liability of partners, whose names do not appear in the firm, may be limited, provided they make known to all parties with whom they contract the extent of their liability. 14. Past distributions of profits, which appear to have been justified, not to be disturbed.

No. 25. Entwisle, William, Banker, Manchester. (Selected by the Manchester Commercial Association.)

P. P. Unlimited liability should be retained without modification as general rule, with regard to trading associations; special exemp tions by charter or act.

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being carried on by directors, and the liability of shareholders limited, should not be permitted for trading purposes. They may be useful for undertakings requiring long duration or large permanent outlay.

P.P. Commandite partnerships objectionable. No. 33. Gilbart, James William, F.R.S., General Manager of the London and Westminster Bank, London.

Joint Stock Banks. 9. General enactment fixing conditions on compliance with which shareholders should have limited liability without reference to Treasury. 10. The general principles might be :-fixed amount of paid-up J. S. A. 4—6. General enactment to give the capital; liability for three or four times the right of association for waterworks and other capital; restriction against incurring debt bepublic local works, lodging houses, reading|yond a certain multiple of paid-up capital. 12. rooms, and the like, to be defined with refer- Prohibition against any business but banking, ence to proportion by which fixed capital ex- against investments in foreign securities, adceeds floating capital. 11. Board of Trade to vances on land and other dead securities, rehave power only to declare whether an associa- discounting bills of exchange, and limitation of tion comes within those authorised by the ge- loans to one person or firm. 13. No differneral law. 14. Liability to be limited to sub-ence between banks issuing and not issuing scribed capital. 16. Shares transferable. 20. notes. 16. If commandite partnerships introRegistration of constitution, (21) not of ae- duced, ample information should be given by counts, except in insurance offices. them to every customer, otherwise than by re

No. 63. Fane, Cecil, one of the Commis-gistration or publication in Gazette. sioners of the Court of Bankruptcy, London.

P. P. and J. S. A. 3. Limited responsibility applicable to all persons who put capital into a house, but do not make themselves general partners by their own agreement, or announce themselves as such, in any business, (11) with out interference of Board of Trade or Parliament. 14. Profits earned to be retained; taking dividend known not to have been earned to be deemed a fraud. 16. Shares transferable. 18. No compulsory dissolution otherwise than in bankruptcy. 20, 21, 22. No compulsory registration of names of contributors. 31. Suggested enactment to legalise advances of capital for a share of profits, without constituting partnership, and to restrict excessive interest or profits, in case of bankruptcy (page 171). Suggested enactments for remedies against companies.

No. 55.

Farrer, James William, late a Master in Chancery, London.

P. P. 3. Limited responsibility not to be made applicable.

J.S.A. 3. Limited responsibility to be made applicable to partnerships of more than six, shares being not less than 50l. for any business, subject to periodical inspection. 16. Shares transferable. 18. Inspectors to express opinion as to winding up or continuing. 19. Some limited partners to be permitted to take part in the business. 20. Registration of description and terms, names, and constitution of partners. 21. Accounts to be inspected and distributed half-yearly.

No. 8. Freshfield, James, jun., of the firm of J. C. & H. Freshfield, Solicitors, Bank Buildings, London.

No limitation of liability of partners in trade towards the public.

J. S. A. Corporations, or societies of share. holders with transferable shares, the business

No. 5A. Report of Chamber of Commerce Glasgow. (April 2, 1851.)

Adverse to limitation of responsibility, except in special cases of national importance. No. 1. Gurney, Samuel, of the firm of Overend, Gurney, & Co., Billbrokers, London. P. P. Liability of members of firms of limited numbers should be unlimited.

J. S. A. Limitation of liability expedient, when the object is one for which a private firm would be incompetent-except banking.

No. 22. Hankey, Thomson, jun., M.P., a Director and late Governor of the Bank of England, London.

Every facility should be given for arrangements regarding partnerships not inconsistent with honesty. The only enactment requisite is, that every association of more than a very limited number of partners be publicly registered, and liability of each partner specified; and where no such registration, each partner to be responsible without limit.

French system of "sociétés anonymes" may be advantageously introduced.

No. 50. Hawes, William, Chairman of the Committee of Merchants and Traders for the Amendment of the Law of Debtor and Creditor, London.

P. P. 1, 3. No limitation of liability. J. S. A. 3, 12. For banking or insurance no limitation of liability. 11. For a new or useful purpose, requiring very considerable capital, to be entitled to a charter with limited liability on complying with regulations of a general Act, and assent of Board of Trade to the object within the scope of the Act.

Arbitration clauses to give right to compulsory reference.

No. 40. Hesp, Edward Lake, Solicitor, Huddersfield. (Selected by the Chamber of Commerce of Huddersfield.)

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Evidence on Limited Liability Partnerships.

P. P. 2. Liability of non-acting partners P.P. In the first instance, limited responmay be limited in partnerships of not more sibility should be made applicable to private than (say) six. 17. To be formed for (say) partnerships of a limited number of partners, five years only at a time for any business ex- not for banking or insurance; registration of cept banking and insurance. 2, 20. Names of names and descriptions of partners, capital, all the partners, amount of limited partners' term, and changes of partners; unlimited liacapital, the term, and any other important bility for partners not paying up capital as provision, to be registered and advertised. 2. agreed, or withdrawing it during term: profits Limited partners' capital to be paid up at once. of previous six years to be liable to be reProfits annually withdrawn to be limited to 8 funded. or 10 per cent.; liability to continue till dissolution published, or (perhaps) till three years after notice. 2, 16. Shares not transferable. 18. When three-fourths of capital lost, dissolution optional to, but not compulsory on, limited partners. 21. Publicity of accounts not advised.

J. S. A. 2, 11. Limitation of liability, to be obtained only (as at present) by special application to the Crown or Parliament. 8. Observations against limitation of liability of shareholders in joint-stock banks.

No. 26. Holland, Charles, Merchant, Liverpool. (Selected by the Chamber of Commerce of Liverpool).

P. P. 3. Liability of non-acting partners may be limited in any business (11), without special authorisation (14), to the original sum, the assumed profits to remain as a gurantee, or at all events only interest at a fixed rate to be withdrawn, until expiry of partnership. 16. Shares not transferable. 18. No compulsory dissolution on loss. 20. Registration of partners' names, amount of capital, duration (21),

not of accounts.

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No. 56. Hollams, John, of the firm of Marten, Thomas, and Hollams, Solicitors, London. P. P. and J. S. A. 3, 16. Liability of nonacting partners may be limited in any business (except banking) to double the subscribed capital.

P. P. and J. S. A. 3, 16. Liability of nonacting partners may be limited in any business (except banking) to double the subscribed capital.

J.S.A. For enterprises of local public utility, greater facility for obtaining the benefit of 1 Vict. c. 73 (Companies' Powers and Immunities by Letters Patent Act).

No. 45. Howell, John, of the firm of Ellis, Everington, & Co., Warehousemen, St. Paul's Church Yard, London.

P. P. 3, 19. Liability of non-acting partners may be limited in any business, (11) without special authorisation, (4) for a term not exceeding seven or ten years. 16. Shares not transferable. 4. Registration of limited partners' capital actually invested, and share of profits, (21) not of accounts.

J. S. A. 11. May be formed without special authorisation.

No. 28. Hubbard, John Gellibrand, Governor of the Bank of England, London.

P. P. Where unlimited power of borrowing exists, unlimited liability should attach; security of shareholder in restricting company from incurring debt.

But loans to traders for an agreed share of profits should be authorised, the lender to incur no further liability, and to rank with other creditors in bankruptcy of trader.

No. 48. Irwin, Edward, Merchant, Leeds. (Selected by the Chamber of Commerce of Leeds.)

P. P. 1. The Irish Act, 1782, to be introduced into Great Britain, limiting the number of partners to (say) six, of whom one-third to be acting. 14. Profits of last three years to be liable to be refunded.

J.S.A. 11. Public companies (except banks of issue) to have limited liability. Shares transferable; liability to continue for twelve months after transfer.

No. 34. Kennedy, James, of the firm of J. and T. Kennedy, Muslin Manufacturers, Belfast. (A Vice-President of, and Selected by, the Chamber of Commerce of Belfast.)

P. P. and J.S.A. 3, 4. Liability of non-acting P. P. 3. Composed of not more than 25 partners may be limited in any business (expersons; minimum capital of each limited cept banks of issue) (11) without special authopartner 1,000l. 16. Shares transferable, if so risation; (14, 15) profits withdrawn in preagreed. 3, 20, 21, 22. No further particulars vious two years to be liable to be refunded. to be registered than the names and amount of 16. Shares transferable. 17, 18, 19. After capital of partners. yearly balance-sheet showing insolvency, liJ. S. A. 3. Of more than 25 persons; Re-mited partner to dissolve, or incur unlimited gistration Act, with certain amendments, still liability for subsequent debts. 20. Registrato apply; shares to be not less than 100%. tion and publication of paid-up capital of each, to be paid up in full. 16. Shares trans-limited partners, nature of business and duraferable as at present. 20, 21, 22. Denomina- tion of partnership, (21) not of accounts. tion should mark the nature of the undertaking. No.57. Ker, H. Bellenden, Barrister-at-Law, Deeds, &c., to be registered as at present. London.

No. 42. Holroyd, Edward, one of the Commissioners of the Court of Bankruptcy, London.

P. P. and J. S. A. On general principle of limited liability, or commandite, not to be al

Evidence on Limited Liability Partnerships.-New Rules of the Common Law Courts. 87 lowed at present. Limitation of liability of non-ners, non-acting towards strangers may be acting partners should be allowed, when sanctioned by some board or officer, who should judge of expediency of undertaking, and see that due protection was afforded to the shareholders and creditors.

limited in any business, (11) with preliminary sanction of a public board, if more than seven managing partners and 40,000l. capital, or if more than, 5 per cent. profit sought, the only guarantees to be required being general ones as to character, resources, and manage

No. 18. Kinnear, John G., Merchant, Glasgow. (Secretary of, and selected by, the Cham-ment. 14. Liability to be limited to declared ber of Commerce of Glasgow.)

P. P. and J. S. A. 3. As a general rule, liability of partners in trading joint-stock companies not to be limited. Exceptions in favour of great national undertakings requiring greater amount of capital than can be otherwise provided. 11. Limited liability to be conferred by Parliament only, not by Board of Trade.

No. 31. Latham, Alfred, a Director of the Bank of England, London.

Distinction between associations of many for some public work, where, after completion, no buying on credit, and no selling-in certain enterprises of which kind limitation of liability may be to public advantage-and association of few for ordinary trading, in which unlimited responsibility should be in no degree modified. No. 46. Lawson, Charles, Seedsman, Edinburgh. (Selected by the Chamber of Commerce and Manufactures of Edinburgh.)

P. P. 7, 11, 19. Liability of all or any of the partners may be limited to double the paidup capital by special authorisation of Board of Trade, in any business (18) to be under the control of a board to be satisfied of payment of registered capital. 16. Shares not transferable without consent of other members. 18. Compulsory dissolution when 75 per cent. of capital lost. 20. Name to indicate limited liability. Registration of names and contributions, (21) not of accounts.

contribution, profits withdrawn not to be refunded. 16. Shares transferable when paid up, with registration. 19. In case of loss of given proportion of capital, dissolution to be taken into consideration, and stringent powers of dissolution to be given. 4. Intimation of limited liability through name; particulars to be registered; keeping and auditing accounts; a public board to have power of public auditor. Appendix,-Summary clauses in the event of execution or enormous loss. Heads of Bill to amend Irish Anonymous Partnerships Act.

No. 58. Macfarlan, John, Chemist, Edinburgh. (Selected by the Chamber of Commerce and Manufacturers of Edinburgh.)

3. Advantages not to be given to partnerships or joint-stocks when individual capital and enterprize sufficient to accomplish the object. 4. When liability limited, capital to be paid up, and parties to be liable for double that amount; no transfer of shares, except to parties equally solvent. 11. Parliament to deal with the cases as they arise. 12. In life assurance societies reserve fund to be provided out of profits. 18. If three-fourths of capital lost, compulsory dissolution. 20. Registration of names of limited partners. 21. Board of Trade to regulate examination of accounts. [To be continued.]

J. S. A. 11. With liability limited to paid- NEW RULES OF THE COMMON LAW up capital, may continue to be sanctioned by the Crown or Parliament.

No. 15. Levi, Leone, Lecturer an Commercial Law, King's College, London.

P. P. and J. S. A. 3. Liability of non-acting partners may be limited without special authorisation in any business, except banks of issue,

COURTS.

UNDER THE COMMON LAW PROCEDURE

ACT, 1854.

Michaelmas Vacation, 1854.

(14) to declared contribution; profits withdrawn It is ordered, That the practice to be observed

to be retained, but small reserve fund to be
provided. 16. Shares not to be transferable.
18. Compulsory dissolution on loss of 25 per
cent. (?). 20. Compulsory registration of con-
stitution, (21) and of periodical accounts. 23.
Statistics of Irish anonymous partnerships. 25.
Statistics of partnerships in France.

No. 15A. Abstract of a common form of
deed of commandite partnership in Italy.
No. 17. Lowe, Robert, M.P., one of the Joint
Secretaries of Board of Control, London.

P. P. and J.S.A. 3. Liability may be limited in any business, (11) without special authorisation, (12) as the shareholders may determine. 15. Government audit of accounts. 18. No compulsory dissolution on loss. 20. Compulsory registration of terms of partnership.

in the Superior Courts of Common Law at Westminster, with respect to the matters hereinafter-mentioned, shall be as follows; That is to say,

1. The provisions as to Pleadings and Practice contained in the Common Law Procedure Act, 1852, and the Rules of Practice of the Superior Courts of Common Law made the 11th January, 1853, and also the Rules of Pleading which came into operation on the 1st day of Trinity, 1853, so far as the same are or may be made applicable, shall extend and apply to all proceedings to be had or taken under the Common Law Procedure Act, 1854.

2. Every affidavit to be hereafter used in any cause or civil proceedings in any of the said Superior Courts of Common Law shall be drawn up in the first person, and shall be diP. P. and J. S. A. 3, 19. Liability of part-vided into paragraphs, and every paragraph

No. 36. Ludlow, John Malcolm, Barristerat-Law, London.

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New Rules of the Common Law Courts.-Auction Deposits on the Sale of Estates.

shall be numbered consecutively, and, as nearly as may be, shall be confined to a distinct portion of the subject. No costs shall be allowed for any affidavit or part of an affidavit substantially departing from this rule. This rule mot to be in force till the first day of Easter Term next.

CAMPBELL.
JOHN JERVIS.
FRED. POLLOCK.
J. PARKE.

E. H. ALDerson.

27th November, 1854.

C. CRESSWELL.
W. ERLE.

SAML. MARTIN.
CHAS. CROMPTON.
R. B. CROwder.

FORMS OF PROCEEDINGS.

The Forms of Proceedings contained in the Schedule to the Order may be used in the cases to which they are applicable, with such alterations as the nature of the action, the description of the Court in which the action is depending, the character of the parties, or the circumstances of the case, may render necessary; but any variance therefrom, not being in matter of substance, shall not affect their validity or regularity. The Forms in the Schedule to the Order are as follow:

1. Issue of fact to be tried by a Judge without a jury.

2. Subpoena thereon and in other cases. 3. Nisi Prius record therein.

4. Postea therein, on a verdict for plaintiff on all the issues, where the cause is tried in London or Middlesex, and where the defendant appears at the trial.

5. The like, where the trial was at the assizes. 6. The like, where one issue is found for the plaintiff and another for the defendant, the latter going to the whole action.

7. Judgment thereon for plaintiff.
8. Execution thereon.

9. Writs of execution where the Court or a Judge decides on matters of account.

10. Writs of execution where matter of account is referred to and decided on by an arbitrator, officer of the Court, or County Court Judge.

11. Special case for the opinion of the Court under section 4 of the Common Law Procedure Act, 1854, where the allowance or disallowance of a particular item or items depends on a question of law.

12. Issue to be tried by a jury where the Court or Judge has directed it, under section 4, where the allowance or disallowance of a partiular item or items depends on a question of fact.

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directs an arbitration as to part of the claim under section 6 of the Common Law Procedure Act, 1854.

17. Writ of habere facias possessionem on a rule to deliver posession of land pursuant to an award.

18. Judgment for the plaintiff on a special case stated under section 32 of the Common Law Procedure Act, 1854.

19. Judgment of affirmance by Court of Error in Exchequer Chamber on a special case. 20. Judgment of reversal in the like case.

21. Judgment of Court of Appeal in Exchequer Chamber on a disposal of the appeal in the plaintiff's favour where judgment for him had been given in the Court below, under the 41st and 42nd sections of the Common Law Procedure Act, 1854.

22. Fi. fa. against garnishee, under the 63rd section of the Common Law Procedure Act, 1854, where debt not disputed or garnishee

does not appear.

23. Ca. sa. in the like case.

24. Writ against garnishee to show cause why the judgment creditor should not have execution against him for the debt disputed by him.

25. Declaration thereon.
26. Plea thereto.

27. Issue thereon.

28. Postea thereon.

29. Judgment for plaintiff therein.
30. Fi. fa. therein.

31. Ca. sa. therein.

32. Judgment for plaintiff after verdict that a mandamus do issue, under section 71 of the Common Law Procedure Act, 1854.

33. Writ of inquiry to ascertain the expense incurred by the doing of an act, and for the doing of which a mandamus was issued.

34. Writ of execution in detinue, under section 78 of the Common Law Procedure Act, 1854, for the return of the chattel detained, and for a distringas until returned, separate from a writ for damages or costs.

35. The like, but, instead of a distress until the chattel is returned, commanding the sheriff' to levy on defendant's goods the assessed value of it.

36. Indorsement on writ of summons of claim of a writ of injunction under 79 of the Common Law Procedure Act, 1854..

AUCTION DEPOSITS ON THE SALE

OF ESTATES IN LONDON.

WE laid before our readers, some time ago, the Circular sent by the Incorporated Law Society to the London Solicitors, recommending that in future the deposits on the sale of estates in London should be paid by the auctioneers into a bank to be agreed on between the vendor and purchaser, in order that such deposit might not only be safe but bear interest.

This regulation was also forwarded to the

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Auction Deposits on the Sale of Estates in London.-New Statutes.

London auctioneers who are usually employed in the sale of estates.

It appears that the practice in London of leaving deposits in the auctioneers' hands does not prevail in the country. Information to that effect has been received from Liverpool and Manchester, and from Edinburgh, and other large cities and towns. It was suggested to the Council of the Incorporated Law Society that the practice in London should be altered, and they issued the general regulation to which we have referred, leaving, of course, to the Solicitors and their clients to adopt the alteration or make any arrangement with the auctioneers they thought proper for the

vendor's interest.

We understand that one or two auctioneers have thought proper to protest against the regulation as uncalled for and reflecting on their respectability. No such

reflection could be intended.

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payable on the death of members of such societies may be granted; but some of the said societies, established as aforesaid, and which grant or effect policies of assurance payable on mentioned societies have therefore been exdeath, have not been so limited, and such lastcluded the benefit of certain provisions and privileges made for and granted to friendly societies in respect to exemption from stamp duties and otherwise; and it is desirable that there should be special provisions made with respect to such of the said societies so excepted and excluded as aforesaid: be it therefore enacted, as follows:

1. This Act shall relate to and include such of the said societies only as grant and effect policies of assurance payable at death exceeding the sum of 1,000l.; and from and after the passing of this Act the said societies shall cease to be friendly societies, and shall not be affected by the provisions of any Act passed in the present or any future Session of Parliament relating to friendly societies, unless therein expressly named. The auc- 2. The several provisions contained in the Acts relating to friendly societies which were wholly or in part in force on the first day of this present Session of Parliament with respect to the societies intended to be affected and provided for by this Act, save and except the 37th and 51st sections of the Act of the 13 & such societies, remain and be in force and un14 Vict. c. 115, shall, so far as they now affect repealed with respect to the said societies, except as is hereinafter provided.

tioneers in general have not drawn any such inference. It may probably be convenient sometimes to leave the present practice undisturbed, but it is clearly right that the deposit should bear interest and be paid to the vendor on the completion of the contract; or, if there be a defect in the title, refunded to the intended purchaser with interest.

If the auctioneers be insufficiently remu- 3. No exemption from any of the duties nerated for their skill and labour by their granted by any Act or Acts relating to stamp ad valorem or per centage charge, they duties shall, from and after the passing of this should increase it, and not depend on the Act, extend or be construed to extend to any interest made out of the deposits. It will of the societies intended to be affected and be well, however, for the auctioneers to lawful for such societies, after the passing of provided for by this Act; and it shall not be consider whether their per centage (exclu- this Act, to assure the payment of any money sive of the advantage of the deposits) does on the death of any member or person whomnot exceed the remuneration paid to solici- soever to any nominee of such member or pertors, and we presume they will not place son, but only to the person or persons effecting their services at a higher value than is acand contracting for any assurance with the said corded to that branch of the Legal Pro- societies respectively, or to his, her, or their fession. executors, administrators, or assigns.

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4. The societies intended to be affected and provided for by this Act may carry on, transact, and effect all the business and purposes which have been from time to time and are duly specified in and allowed by the enrolled or certified rules of the said societies respectively, and also may grant, make or effect all such assurances on lives, survivorships, contingencies, or otherwise as may by law be made or effectand events dependent on or connected with life ed, and may make such new rules or alterations in rules as shall not be repugnant to law, without being required to submit the same to the Registrar of Friendly Societies, and shall not be required to transmit to such registrar any statement or return of sickness or mortality or of assets or liabilities.

5. The trustees of the several societies intended to be affected and provided for by this

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