within the year before the winding-up. Take this to the present mode, a railway company's Act |
case: Suppose there are 100 shares, the holders of consists of three parts: first, it creates an incor-
which from one to ten have paid up in full. Noporated company with power to raise capital and
transferor of any of those ten shares will be liable. with corporate privileges; in the next place, it
When, therefore, a call is made upon class B. it is gives the company power to take land and inter-
necessary to open an account with respect to the
shares themselves, in order to ascertain how much fere with existing interests; and thirdly, it regu-
has in fact been paid on them. You do that, and lates the right of the public to use the railway,
you find that the holders of shares numbered from and of the company to levy the tolls and charges.
one to ten have paid in full, but that from eleven to The necessity for the first of these provisions
one hundred the holders have not paid in full. The arose, the commissioners consider, from the cir-
consequence is that the transferors of those last- cumstance that, in the earlier days of railways,
named shares within the year preceding the winding-joint-stock enterprise was in its infancy, incor-
up are liable as contributories. But in the present poration was then regarded as a privilege, and
case there is this peculiarity: half the amount
was only granted to enterprises which could not
of the shares have been half paid up; and the other be effectually carried on by individual enterprise.
half of the shares have been only one quarter paid The consequence is that, Parliament having
up. What, then, should be done in such a case? I
think resort must first be had to the transferors of granted to each company its special charter,
the shares which have been only one quarter paid when the company desires any variation in the
up, so as to equalise them with the holders of the terms of its constitution, whether as between the
other half of the shares. That, however, must be shareholders or as to raising capital, a fresh
taken subject to this qualification: that such a call application to Parliament becomes necessary.
will suffice to pay all the debts in full; for, if not, A large number of Bills are brought in to enable
the proper course would be to call upon all to pay up a railway company to do what an ordinary joint-
the full amount. Obviously that would be correct, stock company would do under its articles of
for no good purpose would be gained by equalising association. Not only does Parliament legislate
the payments on the shares, if 751. per cent. would thus in great detail on the financial affairs of
still be necessary on the quarter paid up, and 507. on
the half paid-up, shares. Assuming, then, that no
companies, but has to free them from obligations
past member of a company is to be liable to con-
incautiously incurred, which might otherwise
tribute in respect of any debt or liability of it, con- have been disposed of by the shareholders in the
tracted after the time at which he ceased to be a ordinary tribunals. This detailed interference
member; and assuming one half the debts to have with the capital of companies does not appear
been contracted after a past member ceased to be a to the commissioners to have secured to Parlia-
member, and the other half during or prior to the ment a practical control over the finances of
time when he became a member, I am of opinion railway companies in cases where they have not
that the assets of the company should be marshalled. been able, or have not desired, to keep within
In other words, the moneys derived from calls made the limits originally assigned by Parliament;
in respect of his shares should be applied in pay-
ment of the debts incurred during, or prior to, the nor to have protected the public from any abuses
time when he became a member, and the subsequent which might have crept in, even if the company
moneys to the payment of the debts subsequently had been left under the operation of the Joint-
contracted. That would, practically, divide all the Stock Companies Act. The tendency, on the
moneys equally between the various creditors. contrary, is noticed which these Parliamentary
restrictions have to give the investing public the
idea that they have some peculiar advantage,
and to lull the public into a false security as to
the value of the debentures and of the share
capital.

THE RAILWAY COMMISSIONERS ON

LEGISLATION.

course that

Parliament should relieve itself from all in

have no means of informing themselves of the truth.

Still statements in reports and at meetings are always more or less general, and a skilful use of conventional terms is like charity in the multitude of sins which it can cover. The accounts, when genuine, are the pulse of the company. But the main difficulty in railway finance is to establish a test of genuineness. The question is entertained by the commissioners, whether any legislation to repress the abuses which have occurred will be of avail without a system of Government audit of railway accounts. At present the objects which Parliament has had in view in the accounts are five: 1. A clear and faithful account; 2. A power of inspection to the shareholders; 3. A balance-sheet; 4. The appointment of auditors from among the shareholders; 5. The scheme for a dividend. The means to attain these objects are, that the company, in meeting, appoints auditors; the directors deliver periodical accounts fourteen days before the meeting to the auditors, who examine them with the assistance, if they wish, of accountants and other persons, and either make a special report, or confirm them. The accounts themselves are kept by the directors, and the books balanced at the prescribed periods, and a balance-sheet is made up, giving a distinct view of the profit or loss in the half-year, and the directors, before apportioning the profits may, but they are not bound to, set apart a depreciation fund. The application of the language of these provisions to the transactions and accounts of railway companies the commissioners think by no means free from difficulty, but in practice they believe a very short summary of account is usually laid before the auditors, who make an examination of it within a very limited time. Instead of this periodical and perfunctory audit, the commissioners consider that there ought to be an audit by an establishment in the office contemporaneous with the keeping of the accounts. The shareholders now have no power

to direct any continuous daily audit of accounts.

The commissioners do not think it would be Then since Parliament has now adopted the desirable to impose upon the Crown the duty of policy embodied in the Companies Act 1862, in auditing the accounts of joint-stock companies, favour of lawful enterprise generally, it would and certifying to the shareholders the correctappear to the commissioners a more judiciousness of their own balance-sheets; for in practice this would either become a mere form, calculated to mislead, or would require a very large staff of officers, and in either case would involve very serious responsibilities merely to relieve the shareholders of a duty which they can equally well perform for themselves by the election of competent auditors with adequate powers and sufficient remuneration. The restriction of select-ing auditors from among the shareholders should, the commissioners conclude, be repealed, and the auditors be empowered to carry on à continuous

THE principle advocated by the commissioners
in their recent report for the Parliamentary
constitution of railway companies is not unlike
that which this journal put forward when it
noticed, on the 2nd March, Mr. FRANCE'S
defence of contractors' lines against Lord
REDESDALE'S attack on the present financial
system of executing works. We thought that
no rule of political economy would be violated terference with the incorporation and the financial
if Parliament, having assured itself in the usual affairs of railway companies, leaving such matters to
manner as to the public advantage of a line be dealt with under the Joint-Stock Companies Act,
proposed by a contractor, and as to his financial and should limit its own action to regulating the
construction of the line and the relations between
ability, were to give him power to make it. The the public and joint-stock companies so incorporated,
question was, as to the machinery to be sanc-requiring such guarantees as may be necessary for
tioned by law for raising railway capital. The the purpose of securing the due performance of the
present organisation, handed down from an conditions upon the faith of which the Par-
obsolete period by the Companies Clauses Act, liamentary powers of the company have been
was considered by us cumbrous and deceptive granted.
in these days. All kinds of shifts, it is well The recommendation of the commissioners
known, have been for years past adopted by tallies in a remarkable degree with the above-
clever promoters for the purpose of outward mentioned conclusion, to which this journal had
conformity with Parliamentary conditions as to come on the true policy of railway legislation.
capital, and the result has been so much distrust But the commissioners stop short of allowing
among the converts from belief in Parliamentary individuals to construct railways, although all
omnipotence, that now every man, when he hears their reasoning to which we have here drawn
of preference stock and first charge debentures, attention leads to that end. Indeed, the differ-
secures the last button of his own pocket. ence between an individual and a limited com-
Twenty or thirty years ago, when every joint-pany is little more than formal, for under the
stock company was regarded as a dangerous
combination, and was bound by statute to place
itself under the restraint of a deed of settlement,
with every provision of it prescribed by statute,
the system of legislation had grown up such
that not a shilling could be raised by a railway
company except under the tutelary aid of some
enactment, special or general. Faith has been
put in a protecting power which has turned out The commissioners, however, do not mean
a delusion, and in the end an outcry, which that the Companies Act could remain exactly
should have been directed against the Legis- in its present shape. Greater facilities should
lature for the vain attempt to turn the flow of be afforded for the detection and repression of
commercial finance from its natural channel, some acts by which the public are misled or
and keep it within artificial bounds, has been deceived in the formation and management of
raised against men who navigated as they best companies. They are of opinion that the
could in such narrow and untoward waters. concealment or imperfect representation of im-
All this complication the Railway Commis-portant facts, which no one is charged with the
sioners propose to do away with. They moot
and argue the point whether the functions of
Parliament might not be more conveniently
limited to those questions which directly affect
the relations between the railway company and
the public, for which Parliamentary interference
is necessary; and whether many of the details,
especially financial, which now occupy the atten-
tion of committees, might not be more properly
left to be dealt with by general laws. According

audit, and to call for all books and documents necessary to elucidate not only the balance-sheet, Therefore the commissioners recommend that, but the whole financial position of the company.

The Companies Clauses Consolidation Act should, the shareholders to inspect them, be assimilated to as respects the audit of accounts and the power of the provisions of the Joint-Stock Companies Act.

A broad distinction is taken by the commissioners between frequent application to Parliament, as to the financial arrangements of Companies Act 1862 a contractor need merely railway companies, and as to alterations of, or associate with himself five "friends" holding one additions to, their undertakings. Here they are share each, and he is practically a company. In of opinion that it is of no slight importance that truth, then, the commissioners recommendation companies should be compelled to come for fresh amounts to a recognition of the policy condemned powers, and that any other railway company or by Lord REDESDALE, but defended in this jour-person affected by the change should be heard. nal, of contractors' lines-that is, where all is Opportunity is thus afforded to the public of fair play and above board. bringing forward any grievances from which they may suffer, and to Parliament of imposing such regulations as the public interests may require.

duty of faithfully disclosing to the shareholders
or the public, underlies most of the delinquencies
in this respect. When, for example, a company
is established by the allotment of shares for
cash payments, the shareholders and the public
readily infer that no other kind of allotment is
to be made, unless it be publicly announced;
and when no preliminary contracts or arrange-
ments affecting their future rights are mentioned,
they naturally assume that none exist, for they

The serious inconvenience to the public from the present state of railway legislation in the multiplicity of the special Acts is acknowledged by the commissioners. The powers of the companies and consequent rights of the public are now scattered through above 3100 Acts, extending over half a century, many of which contain exceptional and varying provisions, so that it becomes extremely difficult to ascertain what is the law applicable to any particular case. With regard, however, to the special clauses relating to local or personal rights, the commissioners observe that as those interested in them have caused their insertion, they may be assumed to be perfectly informed on the subject; but with regard to general clauses applicable to the public,

194

the commissioners, as a remedy for the evil,
recommend that,

When railway companies apply to Parliament for
power to amend their Acts, advantage should be
taken of their application to require them to con-
solidate all the clauses of existing Acts which remain
permanently applicable to their undertaking.

That this may be safely done, and the public have the full benefit of it, they make the two further recommendations following:

To protect public and private interests, and to guard against errors, the examination of the Consolidation Bills should be committed to the Board of

Trade.

Railway companies should be compelled to keep at the office of the Registrar of Joint-Stock Companies a complete collection of all the Acts in force applicable to their undertaking, to be open to public inspection.

Publicity is unquestionably the aegis of all interested in railways-directors, shareholders, creditors, and users of the line; but to make it an effectual protection method is of more value than quantity. Very few persons have either the ability or the time to wade through a pile of Acts or a row of ledgers. The first thing required to give the full benefit of railway legislation to those whom it may concern will be a uniform tabulated system for all companies, showing their powers and proceedings, somewhat after the manner of the table to be furnished under the Railway Companies Securities Act of last session, respecting their borrowing powers and loans. Uniformity and clearness by means of tables are the two indispensable requisites. We may venture to suggest to the commissioners that they devote a further report to the consideration and development of this part of the subject of their inquiries.

DEGREES OF CONTRIBUTORIES—
LIMITED LIABILITY.

How contributions are to be raised from persons
who have ceased to be shareholders of limited
companies, and have become "past members,"
was a difficulty recently adverted to in this
journal (22nd June) in noticing Needham's case,
16 L. T. Rep. N. S. 472. The resources of the
existing shareholders in that case not having
been exhausted, the adjustment of the liabilities
of any other was premature; for the Companies
Act provides that no past member is to be liable
to contribute, unless it appears that the present
members are unable to satisfy the contributions
required of them. When this happens, anyone
who has been a member within a year of the
winding-up may be called on.
was propounded by the MASTER of the ROLLS,
Then the question
whether, if the last preceding holder failed, the
holder preceding him was to be called on next,
and so forth in succession, or all the preceding
holders were to be required to contribute equally.
The Act is silent on this important point: Every
past member is to be liable to contribute; but
not if he has ceased to be a member for a year;
nor in respect of liabilities contracted after he
ceased to be a member; nor unless existing
members are unable to satisfy their contribu-
tions; nor beyond the amount unpaid on the
shares in respect of which he is a member. Such
are the whole of the provisions of the Act on
the subject of past members.

While all these negative safeguards are thrown around the past member, his positive liability has been left undefined until within the last few days, when Andrews' case, re Barned's Banking Company, 16 L. T. Rep. N. S. 656, came before the same judge. This is remarkable, because, in the experience of the MASTER of the ROLLS, it hardly ever, or to speak more correctly, never occurs that the contributions of the existing shareholders suffice to pay all the debts of an insolvent company, or that they make their contributions in full. If they do there is, of course, no resort to preceding shareholders, and so, if by any preceding shareholder the amount due on the shares for which he is liable is paid, his transferror is held to be free. In the present case, as the winding-up order was made within a year of the establishment of the banking company, all persons who had ever taken shares in it were liable. The mode of putting the Act in force, then, in the view of the MASTER of the ROLLS, would be, speaking generally, that if the present holders could not pay their contribution their transferrors would be called on; if these transferrors failed to supply the deficiency their transferrors again would be liable, and so on to the original holders; the liability being always

THE LAW TIMES.

limited to the amount unpaid at the time on the
shares in respect of which the liability attached.
matter, there were 100 shares, the holders of
Suppose, as the MASTER of the ROLLS put the
which from one to ten had paid up in full. No
transferror of any of those ten shares would be
holders had not paid in full; the consequence
liable. But from eleven to one hundred the
was that the transferrors of the last-mentioned
where, for instance, as in the present case, on
shares within the year were liable. Again,
half the shares half the amount of each had
been paid up, and on the other half one quarter
first be had to the transferrors of the shares
which had only one quarter paid up, so as to
on each, what should be done? Resort must
equalise them with the holders of the other half;
debts in full, for, if not, the proper course would
that is, if such a call would suffice to pay the
Andrews' case on this obscure part of the Act.
be to call upon all to pay up the full amount.
The grades of liability thus determined must, it
A great deal of light, therefore, is thrown, by
will be remembered, always remain subject to
the qualification that a past member is not liable
ceased to be a member. The doubt, however, is
for any debt or liability contracted after he
It provides that it must appear that existing
how far these grades are warranted by the Act.
but it says nothing of the kind respecting their
transferrors. The inference from the provisions
members are unable to pay their contributions,
expressed in the Act seems rather to be an in-
tention that each past member should, in re-
spect of any particular shares, be liable equally
shareholders, who are primarily liable) for the
with his successors in title (except the existing
engagements of the company made during his
membership, and liable equally with his prede-
cessors in title for the engagements made before
he became a member. This would be quite just,
debts or liabilities already contracted when he
for a person is presumed to know what are the
takes his shares, as well as those afterwards
which he sanctions by holding the shares. He
adopts the one class of engagements and is a
party to the other class. It does not seem rea-
sonable that for debts contracted while he was
a member he is not to be called on for contri-
bution until all his successors in title have been
called on in their order and been drained dry.
That existing shareholders should be first ex-
hausted is intelligible, because they are the
members when the insolvency takes place. It
is, in fact, they whose affairs in the company are
being wound up.

[JULY 27, 1867.

parties to the memorandum of the association
become incorporated with one share only a-piece
degenerate in practice into mere forms and
proves that regulations prescribed by the Act
ceremonies.

the whole machinery of registration does not
It is questionable even whether
might not be equally well afforded in the
fail to afford any guarantee in business, which
counting-house.
required which would be operative more directly
A frame of law appears to be
and their customers.
than the present between a limited partnership

idea of some public machinery or other in
connection with companies, particularly since
the ancient Act of the
The world has been so long accustomed to the
& 8 Vict. for their

government, that one cannot easily imagine a limited liability without what is called a comcompany without a statute-full of apparatus, or seven hills, but why should a limited company persons. A lunar month may fitly be divided pany, and a company, too, of at least seven consist of seven persons at least? If the law recognises a limit of liability at all, why should into parts of seven days, and Rome was built on that they or he will engage with a limited not three, or two, or one be allowed to declare on seven persons as each able to pay up 5000, capital? There is no more sense in reckoning But it may be answered that out of a number there is a better chance of some remaining solthan there is on one as able to pay that sum.

vent in the midst of the casualties of commerce. the benefit of average would be by credit insurIf that is the reasoning, a better mode of getting ance. A man's credit might as well be insured goods, in which it is embodied, from fire. There as a ship, on which it depends, from wreck, or is, beyond question, something wrong. theory, we are disposed to think that the Companies Act was erroneously conceived; in pracwhich has taken place under it tends to confirm tice the vast amount of insolvency and litigation that opinion.

ESTATE AND INVESTMENT
JOURNAL.

STOCK AND SHARE MARKETS.

In

INSTEAD of progress, as expected, there has been through the past week, and latterly all descriptions of securities have receded. It is difficult a decline. The markets have been very heavy nation with fear of change. It may be that to say to what this is due, for the harvest prospects are better than were anticipated, and both collapse of last year, the result of limited foreign and domestic politics do not perplex the liability, which has ruined thousands, and, as it is said, thrown into the market such a multitude we are still feeling the pressure of the terrible of estates, that purchasers cannot be found for them. The following are the fluctuations of the week:

MASTER of the ROLLS, a past member is called
on, the assets will, according to Andrews' case, be
Where, according to the grades taken by the
marshalled, so that creditors prior to the time
when the past member ceased to hold his shares
will be compelled to exhaust the fund arising
from his contributions before they are allowed
to resort, in common with subsequent creditors,
to the fund arising from the contributions of his
successors in title.
have only the latter fund to look to, while the
prior creditors have both funds; and it is a
The subsequent creditors
common equity in such a case to confine, in the Bank of England Stock 255,
first instance, the party having the two funds to
the fund of which the other party is unable to
have benefit.

with the further question of the time when the
This question of degrees of liability, coupled
liability itself attached, is fraught with difficulty.
In framing the Act it may have been scarcely
contemplated that many companies would be
wound-up within the first year, so that all who
from the beginning had held shares in it would
be in the predicament of contributories; else
the Act itself ought to have contained a code of
liability, as part of the new code of partnership.
It is not unlikely that such defects in the Act,
and the contradictions daily springing up between
the judgments in different courts and sometimes
inquiries which have been made into the subject
in the same court will, in connection with the
lead to renewed legislation on the whole subject.
of limited liability during the present session,

3

ENGLISH FUNDS.

Cent. Red. An.
3 Cent. Cons. Ann. ...
New 2 Cent. Ann....
Do. do. Jan. 1894...
5 Cents. Jan. 1873..
New 3 Cent. Ann. ...
5 Cent. Annuities......
Ann. 30 yrs. exp. April 5,
1885

New 3 Cent. Ann.

Red Sea Tele. Ann. 1908
Bank Stock, for Acc.
Consols, for Acc.

Do. exp.
Jan. 5, 1880

Consols 5 Cent. for Ac.
India 5 Cent. for Acc.

India Stock
India Stock, 1874.........
India 43 Cents. 1888.
India 5 Cents. 1870...
India Debentures, 1863
India Bonds (1000)......
Do. (under 1000%)......
do. 1864
do. 1866

India 5 Cents....

Do.
Do.

Do. do. 5 c. Jan 1872
Do. do. 5 c. May 1979
India Enfaced Paper, 4
Cent.

Ex. Bills, 1000%.
500%

Do.

bankruptcy may be expected to form the leading
In the next session limited partnership and
topics. But it will be time then to throw off
the disguise of a "company," which is worn out
and useless. The idea of limited partnership
would doubtless have been alarming to the old
school of commercial men even five years ago;
but since 1862 there has been a revolution, India Certificates..........
The large number of cases in which, as appears
by the returns from the registry office, the

Do. 1001 and 2004
3 C.......
Do. Small, &c. ...
Do. Advertised

Fri. Sat. Mon. Tues. Wed Thur

931

...

942

258. a 25s. a 24s. a

a Premium.
March 27s.; June 23s. pm.

c 5 per cent., Aug. 1873-1051

By Messrs. DEBENHAM, TEWSON, and FARMER, at the Mart.

Freehold, two residences, Nos. 43 and 44, Stoke Newingtongreen, producing 90l. per annum-sold for 18001.

By Messrs. C. C. and T. Moore.
Leasehold, two houses, Nos. 27 and 28, Smith-street, on the
Mercers' estate, Stepney, producing 49. per annum, term
47 years unexpired, at 51. per annum-sold for 2751.
Leasehold house, No. 52, Wellesley-street, Stepney-green,
annual value 247., term 58 years unexpired, at 37. per annum
-sold for 1801.

Leasehold, nine houses, one with shop, Nos. 1 to 9, Eastfield-
street, Stepney, producing 1547. 14s. per annum, term 15
years unexpired, at 471. per annum-sold for 3054
Leasehold, two houses, Nos. 3 and 5, Copley-street, Stepney-
green, producing 461. per annum, term 75 years unexj ired,
at 87. per annum-sold for 4501.
Leasehold residence, No. 37, Bancroft-road, Mile-end, annual
value 321., term 79 years unexpired, at 4. per annum-sold
for 3001.
Leasehold, two houses, Nos. 27 and 28, Lower Smith-street,

Clerkenwell, producing 461. per annum, term 13 years
unexpired, at 30% per annum-sold for 1201.
Leasehold, sixteen houses, Nos. 1 to 16, Middle Shadwell, pro-
ducing 1701. 14s. per annum, term 24 years unexpired, at
17. per annum-sold for 6501.

Leasehold house, No 28, Paterson-street, Stepney, let at 221.
per annum, term 34 years unexpired, at 81. per annum-sold
for 1051.
Leasehold house, No. 1, James-street, Limehouse-fields, let
at 167. per annum, term 434 years unexpired, at 21. 158. per
Friday, July 19.

annum sold for 851.

By Messrs. NORTON, TRIST, and WATNEY. Copyhold residence, situate in Lower-road, Richmond, let on lease at 170l. per annum-sold for 3000l. Copyhold residence, known as Verandah-cottage, situate on the Hill, Richmond, let on lease at 401. per annum-sold for 6601. Copyhold residence, known as York-house, situate as above,

let on lease at 631. per annum-sold for 1000l. Freehold houses, Nos. 1 to 7, Riverdale-terrace, Lower-road, Richmond, let at from 261. to 30l. per annum each-sold from 4007. to 430l. each. Freehold plot of building land fronting Lower-road, Richmond-sold for 2204 Leasehold property, known as Bush-hall-park, Hatfield, Herts, comprising a residence, with stabling, farm homestead, and park-like land, containing about 35 acres, term 17 years unexpired, at 230l. per annum-sold for 500l. Leasehold, five houses, one with shop, Nos. 29 to 31, Knottstreet, and 27 and 28, Aun-street, Deptford, term 46 years unexpired, at 154. per annum-sold for 2607, Leasehold, nine houses, Nos. 18 to 26, Ann-street, Deptford, producing 1056. 6s. per annum, term 851 years unexpired, at 261. 78. per annum-sold for 3001.

Monday, July 22.

By Messrs. WILKINSON and HORNE, at the Mart.
Absolute reversionary interest, on the death of a lady aged
forty-eight years, in one-fifth of the freehold properties
known as Prospect-lodge, Belmont-lodge, and Bell-air-
cottage, London road, Tunbridge Wells, rent producing 2944.
per annum-sold for 3201.
Leasehold residences, Nos. 106 and 108, Hill-street, Peckham,
producing 58/. per annum, term about 20 years unexpired at
10l. per annum-sold for 2704.

could not be dismissed from his office; but that as the appointment of colonial judge had not been conferred upon him, it would be proper to withhold such appointment in consequence of his great indecorum towards the Chief Justice. His right hon. and learned friend the Chief Justice, in his opinion, displayed great research and ability in his charge with reference to the Jamaica prosecutions. In that charge his right hon. and learned friend delivered his conscientious opinion after deliberate consideration. He was sorry that his noble friend (Earl parish of Brasted, Kent, consisting of a mansion, pleasure Melville) had expressed himself so strongly on the grounds, gardens, stabling and coach-house, farmery, out-subject. The charge, he (the Lord Chancellor) buildings, &c., in all 110a. 2r. 33p.-sold for 16,1007.

Tuesday, July 23.

By Messrs. DEBENHAM, TEWSON and FARMER, at the Mart.
Freehold residential estate, known as Haverswood, in the

By Messrs. BEADEL

Copyhold residence, known as Triangle-house, Hackney, and
shop adjoining, also 13 houses and shops, and the Essex
Arms beerhouse, No 1, Triangle, 1 to 11, Essex-place, and 1,
Mare-street, Hackney, also 22 residences, Nos. 1 to 22.
Essex-street, Hackney, let on lease at 1201. per annum-sold
for 3000l.

Copyhold, two houses and shops, Nos. 9 and 10, High-street,
Bow, also nine cottages, Nos. 4 to 10, and 13 and 14,
Brewery-yard, High-street, let on lease at 721. per annum-
sold for 1310/.

By Messrs. E. and H. LUMLEY, at the Guildhall Coffee-house.
Freehold, the Langley Broom estate, Langley, Bucks, com-
prising a residence with coach-houses, stabling, outbuild-
Ings, grounds, paddocks, and arable land, in all about 37
acres-sold for 77001,

Freehold residence, known as Wentworth-house, Mill-hill,
Hendon, together with coach-house, stabling, outbuildings,
and grounds of about six acres-sold for 4100%.

thought, deserved the highest respect. After a few words from Earl MELVILLE and Lord CRANWORTH, and another peer, the subject dropped.

HOUSE OF COMMONS.

COUNTY COURTS ACTS AMENDMENT BILL.

On clause 5, Mr. AYRTON asked whether the provisions contained in it were to apply to the Westminster Courts only, and not to other courts where high rates of costs were in vogue.- -The ATTORNEYGENERAL said it would be necessary to make very extensive inquiries in order to ascertain in what courts the higher scale of costs prevailed, so that it was thought expedient to confine the operations of this Bill to the London Courts.-The clause was agreed to, as also was clause 6.-On clause 7, Mr. NEWDEGATE remarked that the whole purpose of the Bill was to increase the jurisdiction of County Courts. If they went on increasing the jurisdiction and labours of the officers of these courts, it was only fair to increase their salaries and retiring allowLAND IN KENT.—The very attractive little estate, portance that no encouragement should be given ances. Sir R. PALMER said it was of great imknown as Hevers wood, in the parish of Brasted, to the idea that as often as Parliament found it about five miles from Sevenoaks, consisting of a moderate-sized residence and about 110 acres of of these courts an addition was to be made to necessary to adjust and enlarge the jurisdiction park, was offered for sale at the Mart yesterday by the salary of these officers. It ought to be generally Messrs. Debenham, Tewson, and Farmer, 80, Cheap-understood that gentlemen who accepted these side. The first bid made was 10,000l.; and, after a spirited competition, it was sold for 16,000.

The extraordinary number of advertisements of properties to be sold now to be seen daily, is proof of the widespread ruin which has followed the last round of indiscriminate Stock Exchange speculation, but which does not publicly show itself.-Railway News.

We hear that the directors of the Haytian Estates Coffee and General Plantation Company (Limited) have just completed a contract for the cutting and sale of timber on the company's estate at Hayti, by which alone they expect to realise upwards of 10 per cent. without the outlay of a shilling. Should the company be equally successful in the letting of their several mines and realisation of their crops of coffee, cotton, tobacco, and spices, this undertaking promises to be one of the best offered to the public for some years, the soundness of which is pretty well assured by the fact of its having been brought out in defiance of the recent panic.

LEGISLATION AND JURIS-
PRUDENCE.

HOUSE OF LORDS.

MR. PURCELL AND CHIEF JUSTICE COCKBURN.

offices were bound to perform the duties which Parliament might impose upon them. While he desired that they should be fairly remunerated, he protested against making every measure which gave them new jurisdiction an occasion to increase their salaries.After a few words from Mr. NEWDEGATE the ATTORNEY-GENERAL said that the registrars gave up the whole of their time to the performance of their functions, but he agreed with his hon. and learned friend that if Parliament though fit to increase their duties it was hardly fair to come to that House and claim additional salary. Fresh duties were constantly imposed upon the judges of the Superior Courts, but no claim for additional salary was ever made by them. At the same time additional duties had been thrown upon the registrars, and the subject had been brought under his consideration in consequence of an application made by them. Under the Act of Parliament a discrctionary power was given to the Lord Chancellor, and it was only fair that when additional powers were thrown upon the registrars they should have an additional salary if it were thought Earl RUSSELL asked the Secretary for the Colonies The clause was agreed to.-On clause 9, Mr. right by the Lord Chancellor to give it to them.give remarks made by a stipendiary magistrate in the right of the poople to obtain justice in the whether his attention had been called to the offen- AYRTON objected to the clause because it restricted Jamaica Mr. Purcell, on the charge of Chief Jus- Superior Courts and compelled them to resort to the tice Cockburn in the case of General Nelson.After a few words from Lord DENMAN-Earl clause one of the best in the whole Bill. It gave County Courts.-Sir C. O'LOGHLEN thought the MELVILLE said that a more unjust or a more partial only a permissive power to the judge to order charge than that of the Chief Justice was never security for costs.The ATTORNEY-GENERAL was delivered from the bench.The Duke of BUCK- of opinion that the clause would be found a useful INGHAM said he had received a despatch from the provision. It was a common practice in respect to Governor of Jamaica which drew attention to the the offences named in the clause for an attorney to circumstances. Perhaps he might explain to the bring an action for the plaintiff, and the defendant House the position which Mr. Purcell held at the was mulcted in a considerable sum of money, as the present moment. Before the close of last year, an plaintiff, in many a case, was unable to pay the arrangement was made for the constitution of costs. The judge might be trusted not to make the courts somewhat similar to a County Court in order for security, if he saw that there was reasonJamaica, to take cognisance of cases of debts able cause for action.———— Mr. AYRTON asked of limited amount, and of small cases connected with land. whether the Attorney-General would consent to For the purpose of consti- introduce into the clause words signifying that tuting these courts it was desirable that a number security for costs should not be required in case of barristers should be obtained from England to the judge was satisfied that the cause was be appointed as judges. But Sir John Grant, find-proper one to be tried in a superior court of law. ing that there was a great accumulation of cases The ATTORNEY-GENERAL consented to the introawaiting determination in the courts of the stipen- duction of the words, and the clause so amended diary magistrates, directed that the six barristers who was agreed to.- -Clauses 11 to 23 inclusive were were sent from England should be temporarily agreed to. Clauses 24, 25, and 26 were postponed. employed as stipendiary magistrates, for the purpose Clauses 27 and 28 were agreed to. Clause 29 was of getting rid of those arrears. One of these six negatived.On clause 30, Mr. MONK said that this barristers was Mr. Purcell. He regretted to find clause proposed to abolish the power of County that Mr. Purcell, whilst discharging the duties of a Courts to imprison for debt. He thought such an stipendiary magistrate at petty sessions, spoke of the alteration in the law would operate very hardly upon charge of Chief Justice Cockburn in terms so disthe poor, who would be unable to obtain credit if it respectful to the Chief Justice that he (the Duke of were effected.--The ATTORNEY-GENERAL said the Buckingham) felt it his duty to inform Sir John hon. gentleman had entirely misunderstood the Grant that Mr. Purcell ought not any longer to be effect of the clause, which did not abolish the power employed by the Government of the colony of the County Courts to imprison for debt. (Hear, hear.). Lord CAIRNS approved of the clause was then agreed to, as was clause 31. Clause course adopted by the noble duke. After a 32 was postponed. Clause 33 was agreed to, when few words from Earl CARNARVON, the LORD CHANCELLOR said the noble duke asked for his progress was reported and the House resumed. advice with reference to Mr. Purcell. He told the JUSTICES OF THE PEACE DISQUALIFICATION REMOVAL noble duke that if Mr. Purcell had been appointed to a colonial judgeship, he thought Mr. Purcell

BILL.

This Bill passed through committee.

a

-The

THE ADMIRALTY COURT.

Mr. BOUVERIE asked what arrangement was proposed to be made respecting the judgeship and business in the Admiralty Court. The CHAN

price, not exceeding sixpence for each copy. In
default, the penalty is 204, and 51. per day after-
wards, which penalties shall be recovered and
applied as penalties under the Railways Clauses

cable.

SOLICITORS' JOURNAL.

NOTES OF NEW DECISIONS. SPECIAL CASE-COSTS.-Where a special case

CELLOR of the EXCHEQUER said he believed that Consolidation Act 1855 are recoverable and app is stated for the opinion of the court, the costs Sect. 20 gives the usual power to make general follow the event: Re Richards v. James, 16 L. T. Rep. N. S. 672. Bail.)

some arrangement with regard to the consolidation of the Admiralty and Probate Courts was contemplated; but an offer of the judgeship had been made to an eminent individual, and he believed that no answer had yet been received. Mr. BOUVERIE further asked whether, in view of the consolidation of the two courts, the gentleman to whom the offer of judgeship had been made had been informed that his office would be at the disposal of the Government, aud that he should not be entitled to claim compensation.The CHANCELLOR of the EXCHEQUER: I have no doubt that the offer has been made with a requisite discretion.

THE RAILWAY COMPANIES BILL.

THE following is an abstract of this bill as amended by the Select Committee:

By sect. 4, the first enacting section, the rolling stock and plant are rendered exempt from execution at law or in equity at any time after the passing of the Act and before the first day of September one thousand eight hundred and sixty-eight.

By sect. 5, questions respecting executions may be heard and determined on an application by either party by summons in a summary way to the court out of which the execution issued, or if the court is one of the superior courts of law, then to a judge of any one of those courts; and such determination shall be final and binding.

By sect. 6, where a company are unable to meet their engagements with their creditors, the directors may prepare a scheme of arrangement between the company and their creditors (with or without provisions for settling and defining any rights of shareholders of the company as among themselves, and for raising, if necessary, additional share and loan capital or either of them), and may file the same in the Court of Chancery in England or in Ireland, according to the situation of the principal office of the company, with a declaration in writing under the common seal of the company, to the effect that the company are unable to meet their engagements with their creditors, and with an affidavit of the truth of such declaration made by the chairman of the board of directors, and by the other directors, or the major part in number of them, to the best of their respective judgment and belief.

By sect. 7, this arrangement is a stay of all actions unless by leave of the Court of Chancery, to be obtained on summons or motion in a summary way: (sect. 9.)

orders.

Sect. 21 gives power to any company to create and issue debenture stock, and pay interest thereupon. "Provided, that any debenture stock the creation whereof has been authorised by a company, but which has not been issued, before the passing of this Act, shall not be issued on any terms other than those whereon it might have been issued if this Act had not been passed, unless and until the issue thereof on terms other than as aforesaid is after the passing of this Act authorised by the company in manner provided in sect. 22 of the Companies Clauses Act 1863." Money borrowed by a company for the purpose of paying off, and duly applied in paying off, bonds or mortgages of the company, given or made under the statutory powers of the company, shall, so far as the same is so applied, be deemed money borrowed within and not in excess of such statutory powers. Sect. 24 gives power to issue shares or stock at discount, the issue to be upon the terms whereon the same might have been issued if this Act had not been passed, unless and until the issue thereof on terms other than as aforesaid is after the passing of this Act authorised by the company in manner provided by Part 2 of the Companies Clauses Act 1863.

Sect. 26 extends the Abandonment Act (13 & 14 Vict. c. 83). There will be abandonment where three-fifths of capital is not subscribed, if the Board of Trade see fit to declare it on proper application: (sect. 27.)

The authority given under this Act for the abandonment by a company of any railway or part of a railway shall not affect the right of the owner or occupier of any lands that have been temporarily occupied by the company to receive compensation, in accordance with the provisions of the Railways Clauses Consolidation Act 1845, for such temporary occupation, or for any loss, damage, or injury that has been sustained by him by reason thereof, or of the exercise as regards such lands of any of the company's powers: (sect. 28.)

completion of railways and release of deposit. Sect. 29 provides for the cancellation of bonds for Sect. 30 protects the Board of Trade in case of error. As to the purchase of lands sect. 31 enacts that where a company exercise the powers conferred on the promoters of the undertaking by sect. 85 of the Lands Clauses Consolidation Act 1815, the following Notice of the filing of the scheme must be pub-provisions shall have effect:-1. The surveyor to be lished in the Gazette. appointed as in that section provided shall be ap pointed by the Board of Trade instead of by two justices, and all the provisions of that Act relative to a surveyor appointed by two justices shall apply to a surveyor so appointed by the Board of Trade. 2. The company shall give not less than seven days' notice of their intention to apply to the Board of Trade for the appointment of a surveyor to any party interested in or entitled to sell and convey the lands in question, and not consenting to the entry of the company 3. The valuation to be made by the surveyor so appointed shall include the amount of compensation for all damage and injury to be sustained by reason of the exercise of the powers conferred by the said section, as far as such damage and injury are capable of estimation. 4. The sureties to the bond to be given by the company under that section shall, in case the parties differ, instead of being approved of by two justices, be approved of by the Board of Trade, after hearing the parties.

The scheme shall be deemed to be assented to by the holders of mortgages or bonds issued under the -authority of the company's special Acts, when it is assented to in writing by three-fourths in value of the holders of such mortgages or bonds, and shall be deemed to be assented to by the holders of debenture stock of the company when it is assented to in writing by three-fourths in value of the holders of such stock:-By the guaranteed or preference shareholders of the company when it is assented to in writing as follows:-If there is only one class of guaranteed or preference shareholders, then by three-fourths in value of that class, and if there are more classes of guaranteed or preference shareholders than one, then by three-fourths in value of each such class:By the ordinary shareholders of the company, when it is assented to an extraordinary general meeting of the company, specially called for that purpose:-And, where the company are lessees of a railway, when it is assented to as follows:-In writing by three-fourths in value of the mortgagees or bondholders of the leasing company: If there is only one class of guaranteed or preference shareholders of the leasing company, then in writting by three-fourths in value of that class, and if there are more classes of guaranteed or preference shareholders in the leasing company than one, then in writing by three fourths in value of each such class: By the ordinary shareholders of the leasing company at an extraordinary general meeting of that company specially called for that purpose.

The assent of creditors, &c., not affected, will be

unnecessary.

The scheme must be confirmed by the court within three months upon application by petition in a summary way. Notice of any such application, when intended, shall be published in the Gazette.

The scheme, when confirmed, shall be enrolled in the court, and thenceforth the same shall be binding and effectual to all intents, and the provisions thereof shall have the like effect as if they had been -enacted by Parliament.

Notice of the confirmation and enrolment of the scheme shall be published in the Gazette, and the company shall at all times keep at their principal office printed copies, and shall sell such copies to all persons desiring to buy the same at a reasonable

Sect. 32 provides for the settlement of the costs of arbitration by one of the masters of the Court of Queen's Bench.

NEW NATIONAL GALLERY ACT. The New National Gallery Act has been issued. Under the former one the commissioners of public works were to acquire land for the enlargement and improvement of the National Gallery by agreement. No agreement had been made with the owners and it was necessary to provide for the compulsory purchase of the land. Compensation is to be given for the purchase of the parochial schools of St. Martin-in-the-Fields. A copy of the lands required is to be deposited at the office of the Commissioner of Public Works, and to be open to the inspection of the public.

THE HOUSES OF PARLIAMENT.-Among the last Acts passed was one to authorise the Commissioners of Public Works and Buildings to acquire lands for the purpose of the New Palace at Westminster and to construct an embankment on the north side of the river Thames, in the parish of St. John the Evangelist, Westminster. The plans have been already deposited. The compulsory purchase of land is extended to three years, but there is a provision that no purchase of land is to be made without the authority of the Treasury.

PAYMENT FOR ATTORNEY'S LETTER. An attorney is entitled to be paid for a letter threatening proceedings before those proceedings are stayed. The proper charge would be two shillings: (Williams v. Barnett, 16 L. T. Rẹp. N. S. 672. Bail.)

PROBATE PRACTICE LOST WILL.-Where probate was asked of the substance of a lost will as contained in a paper in the handwriting of the testator which purported to be a draft, and the case was free from all circumstances of suspicion, the court, in ascertaining the contents of the will, took also into consideration the evidence of witnesses who had read the will, but whose recollection of its contents was still imperfect: (Burls v. Burls, 16 L. T. Rep. N. S. 677. Prob.)

COSTS.-Where a will was lost through the negligence of an executrix, who in consequence propounded a draft, and the next of kin pleaded that the paper was not a correct draft of the lost instrument, the court condemned the execu trix, though in the main successful in the suit, in the deft.'s costs; but allowed her costs out of the estate to the extent which would have been incurred had she not lost the will and proved it in solemn form: (Ibid.)

COURT OF CHANCERY.
Tuesday, July 23.

(Before the LORDS JUSTICES of APPEAL)
Ex parte BROADHOUSE, re BROADHOUSE.
Solicitors as Clerks.

Our readers will remember that very considerallde discussion and some angry feeling were created at Birmingham by the refusal of the bankruptcy commissioner to hear Mr. Dale, who, a solicitor himself, appeared as the managing clerk of Messrs. Duignan and Lewis. The bankrupt, Mr. Broadhouse, appealed against his adjudication, on the ground that he had

not been heard.

Kay and Finlay Knight (of the Common Law Bar) appeared for Mr. Broadhouse, and contended that Mr. Dale, as a duly-qualified solicitor, had a right, under sect. 212 of the B. A. 1861, to be heard. They also urged that at any rate Mr. Broadhouse ought to have an opportunity of stating his case, which be had never yet had.

De Ger and J. N. Higgins, in support of the commissioner's order, contended that no solicitor had a right to a hearing except as the solicitor of the person whose application was before the court, and that a clerk (even though a solicitor) had no less standi. They contended, also, that if the bankrupt were injured by what was done it was the fault of Messrs. Duignan and Co., his solicitors, and that his remedy was against them. If he had desired to change his solicitor he might have done so during the three days' adjournment which took place.

Lord Justice Lord CAIRNS said that there were two questions in the case. The first was one of considerable general importance; the second was important to the bankrupt in this particular case, but was not of much general moment. As to the first question, the right of Mr. Dale to be heard as the representative of Messrs. Duignan and Lewis, Mr. Dale being himself a solicitor of the court, or the right of Messrs. Duignan and Co. or of the bankrupt, to insist on Mr. Dale's being heard, there was no controversy tha he presented himself in the character of clerk to Messrs. Duignan and Co. They, and not Mr. Dale, were the solicitors of the bankrupt. In his lordship's opinion, the Commissioner was not bound to hear Mr. Dale, appearing as clerk to Messrs. Duignan and Lewis, even although he was himself a solicitor of the court. The 212th section of the Act did nothing more than absolve the solicitor from the necessity of appearing by counsel, and authorise bim to appear himself, but it in no way altered the general rule that a solicitor was only entitled to appear as the solicitor of a client, and in no other character. The object of this rule was that the Court should have before it one of its own responsible offices, and, on the other hand, that the person appearing should be a person in privity with the particular suitor before the court, and unless this chain of connection existed the object of the court in requiring the attendance of a solicitor was not fulfilled. His Lordship therefore thought that the commissioner was right in refusing to hear Mr. Dale as the clerk of Messrs. Duigann and Lewis. Then arose a further question. The bankrupt was present, and some conversation took place. The words used by Mr. Broadhouse were ambiguous, and perhaps did not amount to a declaration of his intention to change his solicitors, but his Lordship thought that the commissioner ought to have informed. Mr.

Hawkins.-The defendants admit the insertion of the libel. They say it was without malice, but by gross negligence, and that at the earliest possible LANDSHIPPING COLLIERY COMPANY-Petition for winding-up moment they inserted an apology for the libel. The plaintiff takes issue on the defendants' plea.

BICKNELL (Samuel), 79, Connaught-terrace, Edgware-road,
Middlesex, solicitor, Sept 14; Garrard and James, soli-
citors, 13, Suffolk-street. Pall-mail-east, London.
BRITT (F. J., 14. liell Vue-crescent, Clifton, Bristol, watch-wounding, three with arson, one with forgery, one