COMPANIES CLAUSES CONSOLIDATION BILL. (Hansard, 21 February 1845)

§ Lord G. Somerset
moved that the Order of the Day be read for a Committee of the whole House on the Companies Clauses Consolidation Bill.

§ Mr. Aglionby
said, that before the Speaker left the Chair he should wish to give notice to the noble Lord the Chancellor for the Duchy of Lancaster, that in one of the clauses he should wish to have an alteration made, as respected public footpaths. As the law at present stood, railways might intersect footpaths which had been enjoyed from time immemorial—which led to church or to village, or to market—and they would not even be required to lay so much as a plank across, the only thing incumbent on them being a necessity of making some thoroughfare, however inconvenient—as for instance, they might make a passage beneath a railway, approached on the one side by a descent of steps, and ascending on the other side in the same manner. He should wish the clause postponed, in order to place public footpaths on the same footing with public horseways or carriage ways.

§ Lord G. Somerset
had no objection to introduce a clause which would effect the object desired by the hon. Member, if he could only point out a way in which it could be done without interfering with the 929 spirit of the other clauses of the Bill. He would suggest that the words "public footpaths" should be introduced in the clause which provided for the security of rights to highways after the word "highways."

§ Mr. Aglionby
thought the noble Lord's suggestion would meet the object he had in view.

§ Lord G. Somerset
said, that on the night when he had given notice of his intention to introduce the bills which were now to be considered, he had stated that the object of Government in the introduction of these bills was, to render all Private Bills which might be hereafter introduced, for the formation and regulations of railways and companies, conformable to the regulations of the bill now before the Committee; of course, there was no intention to prevent the discussion being taken on any Private Bills which might hereafter be introduced. They might be considered in their several clauses in Committee, and then other clauses introduced at that time to render them comformable with the bills which were before the Committee.

§ Mr. Wawn
protested that it was an exceedingly hard clause. If it passed the Committee, a shareholder would be precluded from disposing of his shares until he had paid up the whole of his calls. Now, a call might be made for a particular day; and, in the interim, no one could transfer his stock. This was extremely hard; and unless the Government had some strong grounds to support it, he thought it ought to be either struck out or postponed.

Mr. Gladstone
said, the objection to the clause appeared to be this,—it would prevent the solvent shareholder from disposing of his shares until all the calls were paid up, and thus the insolvent holder would have the advantage; for, of course, it did not much matter to him whether he effected a transfer or not. Now, to meet this objection, he would suggest that the following words be inserted:—"After such call has been made, and shall become due."

§ Mr. Hayter
approved of the clause. It would put an end to an extremely bad practice which existed amongst railway share speculators. They entered into engagements without the least probability of their ever being able to meet them; and when they became deeply involved for calls, they shook off their responsibility by transferring 930 the shares to men of straw. If they omitted the clause, there would be no protection afforded to the honest and solvent speculator. The moment a call was made it became a debt; and he, for one, could see no objection why every call should not be satisfied, before any transfer was allowed. At all events, if some such provision as this were not made, it would be hard upon those who had entered into engagements, with every hope and intention of meeting them in due course, to allow dishonest speculators to creep out of their liabilities in the manner he had stated. He really could not conceive, therefore, on what ground the clause was proposed to be omitted.

§ Mr. Henley
denied that a call became a debt payable immediately on being made. He apprehended a call stood upon the same principle as rent, for which no distraint could be made until the expiration of the quarter. So of a call; it could not be legally demanded until the time allowed for payment had expired.

§ Lord G. Somerset
was disposed to think that the clause might be improved; and at a future time he would be ready to consider the Amendment proposed. But as the clause was introduced after much consideration and discussion, and as it had been introduced into every railway bill for the last thirteen or fourteen years, he could not take upon himself the responsibility of altering it at present, or without much consideration.

§ Colonel Sibthorp
objected to allow these companies to pay up their capitals by instalments, or by "calls." He would have the whole subscription paid at once. This system of calls enabled railway schemes to be taken up, as was truly said by an hon. Member opposite, by "men of straw." They got up those schemes without a shilling in the world, and then they went over the country under the pretence of making surveys. He himself could not endure to have his property entered upon, and his trees cut down by these marauders. He would say that at least two-thirds of the capital ought to be subscribed at first. He knew how the schemes were got up. People who knew nothing about these things were humbugged [a laugh.]; yes, humbugged—that was the word—by engineers and attorneys. Now, he did not want to make a sweeping charge against all engineers 931 and attorneys; for he knew that many of them were very respectable men in their way. If the public saw a sum of money, such as 20,000l., paid down at once in a new company, they would have some confidence. No one could be more inclined than himself to forward any project that would be useful to the country; but he never would encourage or have anything to do with schemes which he believed to be delusive and dangerous.

§ Mr. Hawes
objected to the clause, on account of the nature of the remedy provided by it.

Mr. Gladstone
said, the clause was the usual one, and the best defence of it was, that no complaints had ever arisen from its operation. The case of a company requiring its servants to deliver up books, papers, vouchers, and so on, which were its own property, was not at all analogous to the ordinary case of a dispute between two parties in a Court of Justice, where the presumption was equally in favour of both antecedently to the investigation. He could conceive of no justification for detaining the property of the company.

§ Mr. Spooner
said, as the party was to be imprisoned, in the absence of bail, until he had made up his accounts, facilities ought to be afforded to him for that purpose.

§ Mr. Henley
could not see why these new companies should have any powers, as regarded their servants, which the old companies did not possess. The right hon. Gentleman said, there could be no possible justification for detaining books and papers. Why it might be that that was the only way in which a clerk could prove that the company were indebted to him. The observation of the hon. Member for Birmingham was a very striking one. By this law they imprisoned a man because he did not give up books, and then they kept him in prison because he did not make up his accounts, although no facilities were provided for such a purpose.

§ Mr. Fox Maule
did think that the clause should be modified, and that a power should be given to ascertain whether the offence was one for which they might take bail, as in ordinary cases.

§ Lord G. Somerset
concurred with the hon. Member that the clause required modification. But with regard to the observations 932 of the hon. Member for Birmingham, upon another part of it, it appeared to him (Lord G. Somerset) that a public audit of the accounts would not be necessary. However, he would suggest that the clause should be passed now, and when the Report was brought up he would have a modified clause prepared; but if he attempted to do so now, he might do too much or too little.