commercial difficulties and distress since I came to which they consider good to meet any defalcation reside here in 1810. Yours respectfully, Mercantile Law Commission, 26, Old Square, Lincoln's Inn, London. 1. I am of opinion that any change from our present system of unlimited liability in partnerships would be injurious to the best interests of the country where private capital is equal to the undertaking. There are cases of extreme risk, in mining and some other pursuits, that would not be ventured on without limited liability in such cases; and in extensive railroads, canals, &c., where individual capital is not sufficient for the enterprise, limited liability induces rich men to come forward with aid, who would not risk all their fortunes; but such cases ought to be the exceptions, not the rule. Parties would by no means be in such good credit if they had limited liability, or sleeping partners with limited liability, as if all were liable for the total amount of their fortunes. The aggregate of confidence and responsible capital united is highly beneficial to a nation; and as no country stands higher than England in its credit abroad, it must be weighty considerations indeed that should induce a change from our present system, and which reasons I do not think exist. Whenever there is a sufficient object within the reach of the means of a moderate number of individuals who can personally attend to the business by association, there is abundance of capital to meet it. in those corporations not being able to redeem their issue of bank notes. This proves want of confidence in banks so chartered with limited liability. This is a State law not of very long standing. 5. I think it would be most unwise to give limited liability to small or any capitals with any number of partners, except as before stated. 6. In the association of parties of small means in numbers to carry on business, they must delegate the management of their affairs to agents. All experience shows that where parties can look after their own concerns they have great advantages in making the most of everything; whereas agents do not feel the same deep interest in a business in which they are managers. There are, however, some honourable exceptions, but the selection of managers from working men or from amongst people of small means, without experience in mercantile affairs, to attend to workmen's concerns, to which I presume this query more particularly to refer, is in my opinion dangerous to the stockholders and to the public. As I have said before, there is no want of capital for any purpose where a fair return appears probable. Such men as those demagogues who lead the strikes would worm themselves into the confidence and management of such companies, and they are not the men whom you would deem safe managers. 7. I think it would not only be injurious but unjust to protect ordinary partnerships or any number of partners with limited liability against the individual trader; this of course has no reference to the exceptional cases. 2. To your second query, I think any limitation of responsibility, except in the exceptional cases 8. I think it is important in banks that there before mentioned, would materially abridge the con- should not be limited liability. Every man who fidence placed in British merchants abroad, where becomes a partner ought to be liable to the whole they have no means of knowing the exact ground amount of his fortune, as it makes the stockholders on which partnerships stand, and at home I do not in those banks much more careful in the selection see any means that can be adopted to ascertain those of directors. Take away that general stimulus of points. Now there is no hesitation in trusting trans-interest by limited liability, and it becomes more actions to houses where there is known to be one desirable for individuals to exert themselves to place or more rich and prudent partners. a friend in that position that could serve them, with3. (1.) I would not give limited liability to ordi-out reference to the interest of the bank or the stock nary or any partnerships, except as before mentioned; it would injuriously interfere with traders generally, small partnerships and individuals. (2.) As there is abundant capital ready to be embarked in insurance offices and banks, I believe limited liability would not only injure those companies themselves by decreasing confidence in them, but greatly increase the risk to the public. The Bank of Liverpool thought so, and many years ago resisted any application for limited liability. (3.) I would not admit of limited liability to any number of partners, except in the exceptionable cases mentioned before. I would not at all interfere with the number of partners or the amount of capital. 4. There can be no doubt that where the number of partners are restricted, and capital limited, in limited liability partnerships, that there would be great risk to creditors. To guard against this evil to some extent in the State of New York, in banks which have had charters of limited liability, they require a security placed with the State in stocks they hold, which might be very small. That those trusts will occasionally be abused under any circumstances of partnership, it is impossible to prevent; but where there is a large paid-up capital, it gives greater security to the public, and creates more confidence in the directors, as they are better looked after as to character and position. 9. There is no question in my mind that the less you interfere with individual enterprise the better; it will occasionally run riot, but any attempt to check it by legislative measures would be a positive injury, and do much more harm than good. We legislate and interfere too much. 10. There is no want of banking capital for all legitimate purposes; in fact at times they cannot employ it without lending it at a lower interest on second-rate paper, and running some risk. Let banking become more profitable than it is, and you will find too much capital flowing into it. If there was limited liability there would be less caution in the selection of managers and directors, and more danger of overtrading and suspending payment. As the joint stock banks and others now stand with un- be depended on, and it would be condemned as limited liability, it is a wholesome check against inquisitorial. overtrading and reckless and imprudent loans. 11. All parties seeking limited liability should only obtain it by an Act of Parliament, where its merits or demerits might be well canvassed. I think it unnecessarily places on the Board of Trade, if left in their hands, a difficult and onerous power to execute. If it is shown to Parliament that an undertaking necessarily requires limited liability, I think they would readily grant it, and the expense of seeking those powers would, to a great extent, prevent their being unnecessarily asked for. 12. I would make no distinction whatever. There are many more dangerous and unsafe operations by banks than circulating bank notes, that may be entered into by them. Local bank notes are very much confined to local circulation. 13. I do not think it at all necessary to induce funds to be embarked in legitimate pursuits to grant them limited liability, only in the exceptional cases before mentioned. 14. I have already anticipated my answer to this question, that in ordinary partnerships there should be no restrictions whatever as to the liability of the partners. I see no checks that could be adopted to prevent fraud. I have known an instance, I may say many to a greater or a less extent, where assignees reported, after an examination of the books, that parties were solvent, which proved most fallacious. If you charged all your outstanding adventures with their cost that are not wound up, you may be insolvent, although your books may show a large property. Any careless merchant may think himself rich when he is insolvent, and sometimes does, and we know dishonest parties can cook accounts to answer their purpose; there is no safety in depending on documents or returns made public which it is impossible for the public to examine; it would most assuredly lead to fraud and deception, and to men having erroneous opinions of their own situa⚫ tions. In the United States they manage almost openly to make preferred creditors; here it is not so easily done. I do not know whether all the States have limited liability; New York has. 16. It is impossible to answer this question satisfactorily unless you knew the specific transaction. In some cases to allow men of straw to have shares transferred, as banks are now constituted, to them, to get another party clear of responsibility, would be dishonest; in other cases it might be perfectly correct and proper. 17. I am of opinion that limited liability would encourage imprudent and reckless speculation in the events you allude to as well as others, and I see no remedy but not to admit of it. 18. Any arrangement under this query would be rendered nugatory by cooking the accounts, or by too sanguine parties over estimating their means. I see no safety to the trading world or the public in allowing any ordinary partnerships to have limited liability; although they might be called on periodically for statements of their affairs, they could not 19. If limited liability is admitted in any form, I see no reason whatever why sleeping or limited liability partners should be excluded from giving other partners advice or attending at the counting-house. In the regular order of things it is probable that an elder partner who had accumulated property by good fortune, common sense, and industry, would be in many cases the sleeping or retiring partner, and who would guard himself under limited liability acts, although sharing the profits-his juniors or other partners may be more sanguine men, whom his experience would check and control, and prevent them running riot. 20. From what I have previously said I attach no value to the particulars you point out being made public in limited liability partnerships. In foreign countries they would not understand them. My American partners, who wished to cultivate and extend our business with France, where there is limited liability, found that when a pressure came, their knowledge of the position of the French houses could not be ascertained so far as to satisfy them with that business, and we have all but abandoned it so far as taking bills on France. Neither would limited partnerships be well understood by all parties here, publish what you may. Ask any London banker whether he would not have much greater confidence where he knew there was a rich and prudent partner in a house, than in any ordinary partnerships with limited liability. In the immense multiplicity of firms and business in this kingdom you could not make the inquiries that would be necessary, much less could foreign houses do so. It requires the greatest care not to destroy confidence; it is a mine of wealth to any country. 21. You could neither prevent inaccuracy, frauds, or too sanguine expectations of the result of adventures or of transactions at home; statements would too frequently mislead. What house would acknowledge that they were nearly ruined? It is perfect fallacy to expect correct statements on all occasions where there is a positive interest in misleading. 22. I have answered this fully in 21. To carry out what this query states would, I think, be impossible, and of no value when obtained. You may have seen Punch's description of the British Museum library, where a wheel-barrow full of folio volumes of the letter A was brought as a small portion of the catalogue of that letter. It would be still more impossible to get correct catalogues of merchants' affairs, and you cannot tell who your customers are they are changing more or less from day to day. Look at the London Directory alone, and you will at once see how impossible it would be to have any inspection, or get any reliable statement of men's affairs. 23. I am not aware whether the law you allude to is acted on or not to any extent; but this we all know, that Irish credit stands very low compared with English-possibly partly from this cause, and partly from want of capital. The time was, and may exist to some extent now, that men even of moderate property in Ireland thought that trade degraded a gentleman, and which no doubt injures Irish credit. 24. I have already spoken of France and the effect on their credit, and also of the State of New York, and of the precautions taken by that State to lessen the reckless trading of limited bank partnerships. I am not aware that in ordinary partnerships it is much availed of; but as several documents, such as the one now before me, are gone out to the United States for answers, the parties to whom they are sent will have it in their power to give correct information. Further to check imprudent accommodation and wild overtrading in New York, they require the banks in that State to make returns of their transactions once a week. This is quite a recent regulation, and this exposure of their accounts has reduced their discounts 12,000,000 dollars; but such statements by merchants would be impossible; such returns could not be made, correctness could not even be approximated, if attempted, and the labour would be enormous. Limited responsibility partnerships would not be in such good credit as others. Everything now depends upon a house's supposed means, their ease in money matters, their prudence, and their entire liability for all their engagements. 25. So far as I know, nothing of the kind has been done, and I doubt whether such information can be obtained; but here again I refer to the American answers. 26. I am not aware of my own knowledge, nor have I heard, that limited partnerships have aided men of genius, or of industry and prudence, in improving their social position. Men of industry and talent have a fair chance of being taken in as junior partners; a difficulty that my own house has expe. rienced is, getting capable, prudent, and cautious junior partners. 27. I think it might, and more than fair advantages and remuneration, if it is clearly understood that taking a portion of the profits of the house as salaries does not identify them as partners; but parties so situated would withdraw capital and lead to all kinds of fraud in case of danger. Increasing the number of partners where disputes arise may lead to unpleasant litigation-hence it is desirable to have as few as possible to manage the business you embark in. The retiring partners might place themselves upon a salary. small capitalists for any business with or without limited liability where paid agents or managers must be employed to carry it on. Men who manage their own business as a rule are generally much more prudent and safe. 31. I have always considered the laws against usury the remains of barbarous times, and what remains cannot be too soon abolished. Money, like everything else, is worth what it brings for its use, the same as a house or a farm. I am as much as possible opposed to any enactment that will prescribe to the public or men of business how they are to manage their own affairs, or what price their money is worth. Depend upon it, we know individually what our money is worth better than any Government can instruct us; and on the aggregate of our individual exertions to make ourselves independent, the nation's power and wealth consist. If next session we were employed in burning restrictive commercial laws, we would do more good than seeking to regulate trade by others. (To be continued.) Price 68. 6d., by post 78. THE PRACTICE OF THE CIVIL BILL COURTS appendix of several statutes relating to the law between landlord and tenant upon the re-enacted sections of the previous Acts of the Civil Bill code, copious Index. And the Rules, Orders, and Regulations prepared by the Assistant Barristers, with Observations, &c. By JOHN BLACK. HAM, Esq., Barrister-at-Law. in Ireland. As altered by the statute 14 & 15 Vic. c. 57, with an and to the law of evidence; with a Commentary, comprising the decisions and the analogous sections of the County Courts Acts, (England) with a Dublin: EDWARD J. MILLIKEN, Law Bookseller and Publisher All communications for the IRISH JURIST are to be left, addressed to the Editor, with the Publisher, E. J. MILLIKEN, 15, COLLEGE GREEN. Correspondents will please give the Name and Address, as the columns of the paper cannot be occupied with answers to Anonymous Communications nor will the Editor be accountable for the return of LEGE GREEN, or by letter (post-paid), will ensure its punctual delivery in Dublin, or its being forwarded to the Country, by Post, on the day of 28. I think savings banks, or purchasing shares in chartered companies or in the funds, is a much 15, College-green. more prudent investment for the middle orders or the lower classes, than embarking in business for themselves, where their previous habits in life or education do not qualify them for conducting it. I am not aware of any partnerships with limited liability existing in England under the management of men uneducated to business, with small capitals. Associations of partnerships of working men have, I believe, sometimes taken place, but not with advantage to the parties; but I have none immediately in my view. 29. My answer to 28 meets this query. 30. My opinions and feelings are against the advantages that would arise from an association of Manuscripts, &c. Orders for the IRISH JURIST left with E. J. MILLIKEN, 15, COL publication. TERMS OF SUBSCRIPTION-(payable in advance): Yearly, 30s. Half-yearly, 17s. Quarterly, 98. Printed by THOMAS ISAAC WHITE, at his Printing Office, No. 45 FLEET-STREET, in the Parish of St. Andrew, and published at 15 COLLEGE GREEN, in same Parish, by EDWARD JOHNSTON City of Dublin, Saturday, September 16, 1854. MILLIKEN, residing at the same place, all being in the County of the THE IRISH JURIST. No. 300.-VOL. VI. SEPTEMBER 23, 1854. DUBLIN, SEPTEMBER 23, 1854. POSITIVE legislation can do but little towards social amelioration. It can remove barriers that stand in the way of improvement, and in some degree protect the rights of person and property, but it is wholly powerless for the purpose of enforcing those duties which charity requires at the hand of the rich towards the poor, but which the latter have no correlative right to exact. To this is owing the lamentable failure of that code of laws devised for bettering the condition of the destitute poor in Ireland, which commenced with the 1 & 2 Vic. c. 56. We have no hesitation in pronouncing that the Legislature in the passing of that Act inflicted a heavy curse upon this unhappy laud, the full effects of which, already wofully apparent, may require a long time fully to develop. We do not now seek to impugn the motives of the originators of this system, which, we doubt not, were comparatively pure; nor do we desire blindly to arraign the system of the central Board employed in the execution of these laws, nor the conduct of the officials themselves, who, we are willing to believe, are anxious to do their duty; but it is the false principle on which these laws are founded which we challenge, and the unsoundness of that principle may be known by its fruits. That principle we have often heard thus enunciated :"Property must support poverty." This, if carried out to its legitimate conclusion, will fully justify the wildest dreams of Socialism. Does the State recognize the right of property? Does it, in fact, recognize the principle that a man shall (of course after contributing towards the expenses of government) have a right to the fruits of his industry, even though PRICE, per Annum, £1 10s. those fruits may be invested in immoveable property? Doubtless such a right is and has always been apparently recognized; and notwithstanding, by the operation of the Poor Laws, a man may, under certain circumstances, be wholly deprived of his year's income for the benefit of those who, through misfortune or idleness, have no means of their own. These grinding laws impose no limit to exaction with respect to the property within their grasp. Of course, expediency is the plea for this extortion, but human expediency is very short-sighted. God is wiser than man; and He who said, "Thou shalt not steal," thus recognizing the right of property, has implanted in the breast of man a feeling of commiseration for the sufferings of his fellow man, which, if not frozen to death by a sense of oppression, tends to make him, like the Saxon monarch, willing to share his last loaf with his starving brother. Then, what is the inevitable result of the Poor Laws? They tend, in the first place, to deaden the feelings of charity, whereby the quiet, uncomplaining, high-minded, poor suffer grievous loss. And next, what we now daily witness in this unhappy country,-they create a pauper caste to whom the atmosphere of the workhouse, relieved occasionally by that of the gaol, is the native element, a class who demand their pittance, not as precarious charity, but as a right, in fact as a species of property. We fear that statistics will prove that this unhappy class is an increasing one; and wretched must be the country subject to such an infliction. Providence has willed that charity in the giver should produce gratitude in the receiver; that it should engender a feeling in the mind of the latter of desire to requite his benefactor, and, of course, to cease as soon as possible to be burthensome. Such charity, as the poet finely says, is "Twice blessed; It blesseth him that gives, and But can anything similar be said of our wretched THE MERCANTILE LAW, AND THE to form, and by whose prosperity he was a gainer; on the other, we are required to protect the credi he has given them the full value of the claim which tor, whose only concern with the company is, that he seeks to realise. Obviously, the creditor must be satisfied, whatever the consequence to the shareholder; and it cannot be for a moment doubted, that, where unlimited power of borrowing exists, unlimited liability should attach. The security of the shareholder must be sought, not by impairing the equitable claim of the creditor, but by restraining the company from incurring liabilities on credit. The company which works on credit is, in truth, violating the very principle of its origin. It was formed because its purposes required a combination of capitals, and the power of its capital should be the limits of its operations. It may not be alleged that credit, if given, would be given voluntary, and that the creditor may satisfy himself about the solidity of the company (even No. 28. JOHN GELLIBRAND HUBBARD (Governor where its liability is limited) before he lends to, or of the Bank of England).-16th December, 1853. trusts it. The financial position of the company, Partnerships are formed in order to attain by known with certainty only to its management-to combinations of labour, by combinations of capital, those who represent and serve the shareholders-is, or by combinations of capital with labour, results however, rarely more than guessed at by the inunattainable by the isolated exercise of the same tended creditor; and it is the office of the law to capital and labour. It would appear needless to help the innocent and weaker party. The numerestrain the formation of such combinations so long rous railway companies formed of late years in this as they subject the interested parties to the same country with limited liability may be adduced to law in a partnership as they would be subject to in show how unobjectionable the grant of such a pritheir separate capacities, viz., of being liable for vilege may be. I could not concur in this conclu their engagements. But there has arisen a gradually sion; on the contrary, I would instance the exerincreasing disposition to acquire the utmost pecu-cise of their power of borrowing by railway comniary advantage a successful partnership may yield, without incurring an equivalent liability to loss, if it prove unsuccessful. How far this demand is to be acquiesced in, is the purpose of the present inquiry. When two, four, or six traders unite their Jabour and their capital, and carry on under a common title their operations of buying and selling, of lending out and of borrowing, their extended trade and extended engagements rest for their fulfilment on their united capital, and they obtain enlarged credit because the entire property of each is known to be responsible for the discharge of their combined liabilities. panies as illustrating the pernicious consequences of a vicious use of credit. To the facility of borrowing may, in a great measure, be ascribed the shameful waste of money which occurred in Parlia mentary contests between competing companies, in the formation, the purchase or lease, at extravagant rates, of useless and unprofitable lines; and to it, also, may be traced the headlong haste with which a multitude of schemes were simultaneously brought into action, to the serious disturbance of both labour and capital. Some of these evils would have been wholly averted, and all would have been greatly mitigated, had railway companies been confined to the use of their subscribed capital. The rule which is just and necessary with regard to six, is equally so with regard to sixty partners We must, however, neither forget that schemes occupying similar positions. But schemes may be of limited liability are already recognized and predevised, promising not only individual but national valent amongst us, nor overlook the fact of their advantages, and requiring an amount of capital widely differing between themselves in their creation which can be raised only by widely enlarging the of liabilities. A railway company might be managed circle of contributors; and of these contributors, without incurring any liability whatever. An inthe vast majority may be unable or unwilling to surance or a banking company can work only by assist the scheme with their personal labour. May incurring liabilities, balanced, however, by the sithey be allowed to join in this scheme without risk-multaneous acquisition of equivalent assets. Yet ing more than the capital which they subscribewithout, that is, becoming responsible for the liabilities which their company may make, and may be unable to redeem out of their subscribed capital? But this supposition raises up a party deeply interested also in the question before us the creditor of the company. If, on the one hand, we are asked to protect the shareholder of the company from being ruined by the maladministration of a scheme which he helped even to them this rule should apply (as to all joint stock companies) viz., "that their debts should not be incurred as auxiliary to a deficient, or as substitute for a dissipated capital." To acknowledge the expediency of encouraging works of magnitude, implies the sanction of the limited liability, under the influence of which the necessary capital is subscribed; but it remains to apply with more rigour the corresponding principle, "a strict limitation of the use of credit," realized |