LEAVE. FIRST READING. (Hansard, 26 February 1869)

§ MR. ST. AUBYN

, in moving for leave to introduce a Bill for amending the Law relating to Mining Partnerships within the Stannaries of Devon and Cornwall, and to the Court of the Vice Warden of the Stannaries, said, the measure had 400 not for its object to legislate for one part of the country in prejudice to the rest—it had reference to a state of things which existed in Devon and Cornwall alone, and nowhere else. It was not a penal or a restrictive Bill, but an enabling measure to bring the existing law into harmony with local circumstances, and to remove the restrictions which impaired the utility and hampered the jurisdiction of the Stannaries Court. That Court had a jurisdiction of two kinds—a common law and an equitable jurisdiction, and the Bill had reference chiefly to the latter. That equitable jurisdiction extended to all disputes arising out of mining transactions in Devon and Cornwall; mines worked on the cost-book system—as nearly all the mines in those counties were—being entirely under the control and regulation of the Stannaries Court. The House would, therefore, see of what vast importance it was to the mining interests of the West of England that the proceedings of a Court having so extensive and peculiar a jurisdiction should be rendered as cheap, as simple, and as expeditious as possible. The Bill had another object of equal if not greater importance, which was to bring the cost-book system to a certain extent within the general law which regulated public companies. The Acts of Parliament which regulated public companies in England did not apply to mines in Devon and Cornwall, inasmuch as these, being cost-book mines, were not in the nature of public companies, but were private partnerships, and by Section 63 of the Joint-Stock Companies Act of 1844 they were expressly excepted from the operation of that Act. The House would naturally desire to have some information as to the nature of the cost-book system, which was simply this—When it was determined to work a mine the adventurers assembled and divided the whole adventure into a certain number of shares, which they allotted as they thought proper, and then applied for a licence to search for ore, followed afterwards by a sett or lease. They appointed one person to act as manager, who kept what was called the "cost-book." In that book the manager entered the names of the shareholders, the resolutions passed at the meetings, the calls, dividends, and accounts, and generally 401 everything relating to the management and engagements of the mine. The adventurers met at stated intervals—generally of two months—and proceeded to audit the accounts. If the adventure had been favourable, they declared dividends; if unfavourable, calls were made to meet the expenses incurred. The partners had the power of transferring or relinquishing their shares at pleasure, and without consulting their co-partners, and in the latter case the shares became extinct. From what he had said the House would see that mining adventures under the cost-book system were very different from trading partnerships on the one hand, or joint-stock companies on the other, for not only could the partners transfer and abandon their shares at pleasure, but the management of the undertaking was not invested in any Board of Directors, but was under the immediate and direct control of the whole body of adventurers. They also differed from joint-stock companies essentially in this respect, that the adventure alone was divided into shares, and that there was no money capital, subscribed or unsubscribed, on which calls could be made. The system was deficient in many respects. Calls were made at present only after a meeting of shareholders for auditing the accounts, and could be made only to meet expenses already incurred. It was proposed by this Bill to give the shareholders power, with certain restrictions, to make calls in anticipation of expenditure to be incurred. It had been held that accounts could be legally audited and calls consequently made only when a majority of the whole of the shareholders were present; and it very often appeared to be the interest of particular shareholders to prevent a full meeting from being held, and therefore they stopped away themselves and induced others to do so. It was proposed in this Bill to give the majority of the shareholders present at a meeting, either in person or by proxy, power to audit the accounts, and make a call should they think it desirable. A call at present was nothing more than an agreement among the shareholders to pay, and there was no power to enforce payment except on application to the Stannaries Court, which might give authority to sell the share. It was proposed by the Bill to give the shareholders the 402 same authority of declaring the shares of a defaulter forfeited as was possessed at present by joint-stock companies, and, further, a power to bring an action at law against a person whose liability might not be satisfied by the sale of his shares, or for any claim on him by the company. It was in the power of any adventurer at present entirely to relinquish his share, and in that case the share became dead or extinct. The Bill proposed that it should be kept alive, and that it should be in the power of the rest of the shareholders to sell or dispose of the share in the same manner as a forfeited share in a joint-stock company. There was also an important provision with regard to the sale of a mine. At present the majority of the adventurers had power to sell the material of a mine, but it required the consent of every single shareholder to sell the lease. There were sometimes 5,000 or 6,000 shares in a mine, some of whom might be in the name of infants, trustees, lunatics, or residents abroad, and that provision practically operated as a perfect bar towards making a good title to a mine. It was therefore proposed by this Bill that, under certain careful restrictions, a majority of three-fourths of the adventurers being present at a meeting specially assembled should have power to sell the whole mine, lease and all. He believed that if that power had existed, many mines in Cornwall which within the last few years had been stopped would now be working. Another important provision of the Bill related to the winding up of mining properties. It was proposed that, in case of the bankruptcy or failure of a mine, the miners, clerks, and others employed about the mine should have priority of claim for wages, &c., to the amount of not exceeding three months' salary. It was also proposed to limit the liability of shareholders for the debts of a mine, which at present extended to all debts incurred by the mine within six years, to liability for debts contracted within two years previous to the shareholders' name being removed from the cost-book. There were certain other provisions of minor importance in the first part of the Bill, and the second part of the measure related entirely to the interior working of the Court of the Vice Warden of the Stannaries. In Cornwall they did not possess, within their narrow limits, the capital necessary 403 to develope the vast mineral wealth existing below the surface; and it was the interest of all classes there, of the lords of the soil, the merchants who supplied the materials of the mines, and the working miners, to induce capital from other sources to flow towards them, not by holding out illegitimate attractions, but by offering that common security against fraud and dishonesty which it met with elsewhere. This measure had this object in view, and such were the principal provisions of the Bill, which had been framed with a view to carry out the unanimous wishes of the whole district to which it applied. It had been drawn up, not in haste, but after the most careful and elaborate discussion at general and other meetings, and it was conceived in an honest and fair spirit, which he hoped would recommend it to the favour of the House. The hon. Member concluded by moving for leave to bring in the Bill.