§ Order for Second Reading read.
§ MR. MONK
, who had previously presented several Petitions from various Chambers of Commerce throughout the country in favour of the measure, in rising to move that the Bill be now read a second time, said, that it was part of a much larger measure brought forward in the last Parliament, at the instance of the Associated Chambers of Commerce, by the then Member for Plymouth (Mr. Sampson Lloyd). That Gou-tleman having lost his seat at the General Election, the Bill fell into his (Mr. Monk's) hands, when he succeeded to the Presidency of the Associated Chambers of Commerce, and was brought in by him last year and read a second time by the House. The original Bill was drawn by an eminent authority on the Law of Partnership—Mr. Pollock—and bore on the back of it the name of the Solicitor General, before his hon. and learned Friend became a Law Officer of the Crown. With the assent of the President of the Board of Trade, that Bill was referred to a Select Committee; and, as it originally stood, it dealt with three branches of the question— (1.) Consolidation of the Law of Partnership; (2.) limited partnerships; and (3.) the registration of firms. That Committee struck out the two latter portions of the Bill; and he (Mr. Monk) had so far acquiesced in the decision of the Committee that the measure had been divided into three separate Bills, and he had taken charge of one branch of the subject—limited partnerships— the other portions being left to his hon. Friends the Member for Leeds (Mr. Barran) and the Member for Dewsbury (Mr. Serjeant Simon). The object of this Bill was to extend to ordinary private partnerships the principle of limited liability in a fuller and more complete 1675 manner than was at present done fry the Act of 28 & 29 Vict., c. 86, which was brought in by Mr. Milner Gibson, then President of the Board of Trade. As the principle of limited liability had met with general acceptance and approval, it was needless to dwell upon its advantages to a commercial country. The subject of partnerships en commandite had often been debated in that House 20 years ago; and several Bills had been brought in by the late Mr. Scholefield, the last of which was referred to a Select Committee in 1863; but it was dropped in the House of Lords. In 1865, the then President of the Board of Trade brought in a Bill enabling a person lending money to a firm to receive a share of the profits without becoming a partner. In Committee on the Bill, Mr. Horsfall moved a clause in favour of registering the names of the partners and the amount of the loan; but it was rejected by a large majority. That Act, then, did not secure the advantages of registration and publicity. To remedy this defect in the Act of 1865, he (Mr. Monk) brought in this measure. The Bill would enable a firm to take in one or more partners, whose liability would, in case of bankruptcy, be limited to the sum contributed by him or them. It sought to establish the system which was known in Prance as the commandite principle in partnerships; but, in order to secure the privilege of that immunity, the following conditions would have to be observed:—First, the partnership contract must be in writing, and must contain a description of the nature of the business, and the name or names of the limited partners and of the managing partner or partners. It must also contain the amount contributed by the limited partners, and the dates of the commencement and the termination of the partnership. Such partnerships must be registered, and the Bill likewise provided for the registration of any renewal or alteration of the partnership, and prohibited the limited partner from taking part in the management of the concern. He might, indeed, give advice to the other partners, or he might call the manager to account for any mismanagement; but if he took any part in the management of the concern, his immunity would at once cease, and he would become a general partner. The profits were to be 1676 divided at stated times. He might remark that the system of limited partnership he proposed to adopt obtained in the greater part of the Continent of Europe and in most of the States of the American Union. It had been in vogue for a great many years, and had met with universal approval in those countries where it existed. The value of the system had long been recognized in this country, and was advocated by many of our leading commercial authorities and Chambers of Commerce throughout the country. His hon. Friend the Member for Burnley (Mr. Rylands), who intended to move the rejection of the Bill, would probably say that the Act of 1865 met all the necessities of the case. But the great flaw of that Act was that it did not provide for registration or any publicity whatever, no notice was given to creditors, and the loan might at any moment be withdrawn. Now, the main object of the present measure was to remedy that defect, and to secure the utmost publicity, so that the known wealth of the limited partners might not confer a fictitious credit upon the firm beyond what the loans justified during the period for which the money was lent. Perhaps his hon. Friend might think that partnerships en commandite were not required in this country; but, surely, if the limited principle was good for Companies, it must be good also for individuals under proper safeguards. His hon. Friend would probably allude to the Select Committee which considered the subject last year, and practically reported against the principle of limited partnerships. He (Mr. Monk) wished, therefore, to state that this course was taken by the Committee after four eminent men of business had given their evidence in favour of the principle, and that the hon. Member for Burnley carried by 7 to 4 a Resolution which was wholly unsupported by evidence; whereas the Secretary to the Treasury (Mr. Courtney), and his right hon. Friend the Member for Montrose (Mr. Baxter), voted in favour of the principle which this Bill sought to establish. The present Bill, which embodied the views of many great commercial authorities, contained ample safeguards against the abuse of the system of limited partnerships. When the Act of 1865 was before the House of Lords, Lord Wensleydale moved 1677 Amendments for securing publicity and registration, and was supported by the great weight of legal authority in that House—by Lord St. Leonards, Lord Chelmsford, and Lord Kingsdown. Lord St. Leonards said that when the Bill was shown to the Judge of the Tribunal of Commerce at Lyons, he shook his head and held up his hands in amazement. It was difficult to understand why publicity was objected to. He would remind the House that a Royal Commission inquired into the subject and reported in 1854. Mr. Baron Bramwell was a Member of that Commission, and insisted on the desirability of leaving persons to act for themselves, and permitting them to enter into any engagement they might be willing to form. He considered that security to the creditor was assured by publication and registration. Mr. Kirkman Hodgson, for many years a Member of that House, was also a Commissioner, and said in a separate Report (page 35)—I am of opinion that the greatest liberty should be given to all men to make such contracts as may seem to be to their mutual advantage, provided the terms are made known to all third parties with whom they deal, or, at any rate, that a means shall be supplied by which all third parties may be enabled, with ease, and at a very small expense, to ascertain the exact nature of the agreement between the contracting parties. This would be done in all cases of limited partnership by establishing a registry…open to the inspection of the public on payment of a trifling fee.Again—The experience of almost all countries where these partnerships have existed is decidedly in their favour. In France, Holland, Germany, Spain, the Levant, and the United States of America—countries differing in almost all the great characteristics of commercial en-terprize—they have succeeded fully as well as the unlimited partnerships, and have, on the whole, been carried on with as much prudence, sagacity, and success.Such partnerships would have the effect of linking capital more closely with industry, en-terprize, and integrity.This country is now almost the only one in which this law of limited partnership does not exist.…The isolation acts very injuriously in many cases to the English merchant. I could mention whole trades which, 30 years ago, were entirely carried on by English houses, in which, at the present moment, scarcely one is to be found.…Their places have been entirely supplied by foreigners, who establish branches of their houses here and in the manufacturing districts, while the main establishments—almost all under the commandite principle—are abroad.1678This isolation between our laws and those of our customers will continually become more prejudicial.He (Mr. Monk) felt that very little remained to be added to the convincing arguments of Mr. Hodgson. He would not weary the House with any other quotations from the Report of the Royal Commission of 1853; but he might state that among the witnesses examined, who were in favour of the principle of limited partnerships, were Mr. John Stuart Mill, Professor Leone Levi, Mr. Robert Lowe, Mr. M'Laren, Mr. Thomson Hankey, and Mr. Weguelin. He regretted the unavoidable absence that day of the hon. Member for South Essex (Mr. Baring) who stated in that House on the 4th June, 1880, that "he should be very glad to see the system of commandite made law in this country." As he had before mentioned, every witness examined before the Select Committee last year was in favour of the proposed change in the law. They were Mr. Hyde Clarke, the well-known Secretary to the Council of Foreign Bondholders, who had had great experience with the working of Sociétés en Commandite in France and Belgium; Mr. Crosby Brown, a member of the eminent firm of Messrs. Brown, Shipley, and Co. of London and Liverpool, and of Messrs. Brown and Co., New York, who gave most valuable evidence as to the working of limited partnerships in the United States of America; Air. Edward Strong, a merchant of Boston, U.S.A., and Mr. Knowles, the President of the People's Savings Bank in Massachusetts. All those witnesses gave evidence in favour of the system of limited partnerships. The Members of the Committee expressed themselves satisfied with the evidence produced, and his hon. Friend (Mr. Rylands) called no witnesses to rebut the evidence of those gentlemen, but adopted the unusual course] of moving that it was undesirable to proceed with the clauses in Part IV. of the Bill, and carried it against the wishes and the vote of his hon. Friend the Secretary to the Treasury. He would only briefly refer to the principal clauses of the Bill, and then submit the measure to the judgment of the House. Clause 5 provided that every limited partnership should be registered as such, or should, in default, be deemed to be a general partnership. If, then, there 1679 was any breach of the conditions out of which a limited partnership was established, the limited partner became a general partner, and was liable for his whole fortune. The most important clauses, however, were the 13th and the 14th. The former provided that the limited partner's share should not be paid out during the registered term; the partnership being registered for a certain period, during which no part of the limited partner's capital could be withdrawn. The 14th clause provided that the limited partner should receive no profit or interest on his money if, at any time during the registered term, his capital was diminished. This he regarded as most important. It was also provided that if the general partner became bankrupt, the limited partner should not be entitled to recover any portion of the capital he contributed to the firm until the claims of the creditors of the firm were completely satisfied. The part of the Bill dealing with registration received last year the sanction of his right hon. Friend the President of the Board of Trade (Mr. Chamberlain); and he therefore hoped the Government would support the Bill. Every safeguard, as he had shown, was granted to the public under the Bill; and ho therefore appealed to the House to grant the measure a second reading—firstly, because of the advisability of allowing perfect freedom of contract between man and man with sufficient publicity; secondly, the necessity for the further development of capital in trade; and, thirdly, because of the inconvenience of our law being different from the laws of every other commercial country in this respect. He would now move the second reading of the Bill; and, in the event of the Motion meeting with a favourable reception, he should subsequently ask that it be sent to the Standing Committee on Trade and Commerce.
§ Motion made, and Question proposed, "That the Bill be now read a second time."—(Mr. Monk.)
, in moving that the Bill be read a second time that day six months, said, that it was important to notice the fact that much of the evidence on which the hon. Member for Gloucester (Mr. Monk) relied was given before the passing of the Limited Liability Acts; and it was given because it was felt that 1680 the operations of commerce in England were disadvantageously affected through the want of facilities for the employment of capital, except under conditions of such danger that many persons refrained altogether from engaging in business concerns. There were two Select Committees which inquired into this subject, and the hon. Member for Kingston-on-Hull (Mr. Norwood) was the Chairman of the one which sat in 1872, when the whole question was then gone into; and, having gone into it, the Committee did not report in favour of the proposal now before the House.
§ MR. RYLANDS
said, he was willing to admit that its object was to get registration of these limited firms; but the question now under discussion was referred to at length, and the Secretary to the Board of Trade declared that it had been settled, in his opinion, by the votes of the House of Lords and the House of Commons. The hon. Member had not pointed out a single reason why the House should consider the Bill necessary. He had told them that various Chambers of Commerce throughout the country had petitioned the House in favour of it; but, for his own part, having some large connection with trade and commerce, he utterly denied that the Chambers of Commerce represented the great trading firms of the country; on the contrary, some of the greatest names in the trade of the country had no connection with Chambers of Commerce, which were composed of men who met together in a sort of mimic Parliament, and invented new ways of harassing commerce. The hon. and learned Member for Bridport (Mr. Warton) had been condemned for indiscriminately blocking Bills, and perhaps he had been a little injudicious; but the hon. and learned Member had more than once conferred a personal benefit on himself by blocking Bills suggested by Chambers of Commerce which he should have blocked, had they not already been blocked by the hon. and learned Member. It was not sufficiently understood that the Limited Liability Acts had brought into the commercial world such a plethora of capital as had greatly diminished the 1681 profits of traders during the last few years. He himself was concerned in a trading firm whose capital, amounting to £1,000,000, had, for the most part, during the last few years, failed to obtain the ordinary rate of interest. The hon. Member now wanted to bring more capital into business. He had always looked upon his hon. Friend as the Representative of the clerical element in the House; but the people who had suffered most from the operation of the Limited Liability Acts, and who would suffer most if this Bill became law, were the clergymen. The Limited Liability Acts had been useful; but they had also been abused, and now they were beginning to be understood. That being the case, it was unwise to introduce fresh legislation on the subject, especially legislation of this character, which was full of pitfalls, and which gave great facilities to unscrupulous men to rob other people, and to clergymen and ladies to lose their money. Suppose that a shrewd man desired to find partners with some capital to start a business, which, he said, would pay a high rate of interest. The shrewd man in London, having got the clergy man's £1,000, proceeded to do a large business, and a portion of the £1,000 was lost. But the shrewd man of business did not tell the clergyman that any portion of his capital was lost; on the contrary, he continued to pay him a high rate of interest for a year or two until he became bankrupt. When the bankruptcy of the shrewd man in London became known the clergyman told his family that it did not so very much matter, that they had other property to live upon, and that, after all, it was only the £1,000 that was lost. But Clause 14 of the Bill proposed to enact that if at any time after the capital was diminished the limited partner received interest on his share lie should be liable as if he were a general partner. The result was that under this clause the clergyman would find that lie was liable as a general partner, and his whole property would be swallowed up in the bankruptcy of the shrewd man of business. It was by means of such clauses as these that clergymen and women were fleeced. The hon. Member said that this danger might be guarded against by looking at the Register. But who did look at the Register? He had known men who had taken shares in a 1682 Company without ever seeing the articles of association. He objected to this wholesale plan for making pitfalls in which to entrap the unwary. Why, it was even proposed to enact that unless every particular relating to the limited partnership were entered upon the Register every limited partner should be treated as a general partner. The result of carrying out that proposition would be that two or three astute men would form themselves into a partnership, and would, in the words of the Bill, subscribe £5,000 each "in cash or otherwise," and having induced the clergymen and the women to join them in their onterprize, upon the assurance of success, they would enter into gambling transactions, with regard to raw cotton, for instance, to the extent of hundreds of thousands of pounds. If the speculation turned out unfortunate, it would generally be found that the three astute gentlemen had subscribed their capital not in cash, but "otherwise," with the result that when they became bankrupt it was impossible to realize a sixpence of it. Their unhappy limited partners, however, in consequence of some irregularity in the registration, would find themselves made liable as general partners. In short, this Bill was based on the principle— "Heads I win, tails you lose." It would put into the hands of dishonest men an instrument of fraud and robbery that would have a most serious and prejudicial effect on the community. In his opinion, the system of registration proposed in the Bill was insufficient to keep the country advised with regard to those limited partnerships. The question of partnership was a very delicate one, and ought not to be disturbed by amateur legislation. The hon. Member said he recognized the decision of the Committee; but had ho really done so he would have abstained from bringing in the Bill. If the House were to meddle with partnerships after the present system, and the Limited Liability Acts had been, to a large extent, settled by Judge-made law, and were beginning to be understood, a very serious amount of litigation must again arise, and the public be put to a great additional expense. He did not think his hon. Friend, though he recognized his representative character, was acting as a true friend to the clergy in introducing 1683 the Bill, for the Bill would afford facilities for deceiving creditors and robbing such people as clergymen and spinsters, who had not sufficient experience of the ways of the world; but the hon. Gentleman was certainly acting as a true friend of the lawyers. Let the House look at Clause 16 if they doubted what he said. That clause provided that, subject to the provisions of the Act, the rights and duties of members of limited liability partnerships towards one another should be determined by the law for the time being in existence with regard to partnership. Altogether, he could conceive no more mischievous measure than this in regard to the interests of trade, the interests of those people who, having a little money, were looking out for an investment, and the interests generally of existing trading Companies; and, therefore, he moved that it be read that day six months.
§ Amendment proposed, to leave out the word "now," and at the end of the Question to add the words "upon this day six months."—(Mr. Rylands.)
§ Question proposed, "That the word 'now' stand part of the Question."
§ MR. NORWOOD
said, he failed to see how the connection of the hon. Member for Gloucester (Mr. Monk) with the clergy, if it existed at all, could have any reference to the present Bill. He was astonished at the speech of the hon. Member for Burnley (Mr. Rylands), whom he had hitherto regarded as a foe to monopoly and a thorough-going reformer in all commercial questions. He had, however, delivered a speech which would have been more suitable for 50 years ago than the present time. He professed much fear that unwary clergymen and women might be entrapped by unscrupulous men of business into liabilities they did not contemplate; but it was evident that the opposition of the hon. Member for Burnley was not confined to philanthropic considerations for this class of investors, but to the protection of large capitalists. His argument seemed, on the present occasion, to be—"I am concerned in a business which has a capital of £1,000,000, some of which is not employed profitably; and I object to a Bill which will bring more capital into trade and still 1684 further lesson my profits. "But what was the real object of the Bill now before them? It was not the sweeping measure described, but merely an amendment of the Act of 1865. That Act admitted the principle of limited liability in connection with private firms, and this Bill proposed to give the necessary publicity to such cases for the protection of the public. The Committee over which he had had the honour to preside were entirely in favour of that principle, and the strongest evidence was given by many eminent commercial men in favour of it. He did not understand his hon. Friend's attack on Chambers of Commerce. No doubt, they were not perfect assemblies—the House of Commons itself was not an absolutely perfect Assembly; but Gentlemen like the right hon. Member for Bradford (Mr. Forster) and the right hon. Member for Birmingham (Mr. Chamberlain) did not think them unworthy of their consideration. Under these circumstances, he thought the Bill was one which might very well go before the Standing Committee on Trade, when any alterations suggested by the hon. Member for Burnley could, if necessary, be adopted.
§ MR. A. H. BROWN
said, the Bill was directed to carry out the recommendation of the Select Committee which sat in 1865, and which reported explicitly in favour of the registration of the names of the partners, the amount of their interest, the amount of loans, and the periods for which they were advanced. He thought they must find out, in order to get at the root of this matter, how the foreign plans had worked. In America there was, in addition to the limited liability as it existed in England, a system of limited partnerships. The system was approved of in America, because it checked fraud to a considerable degree. The plan of registration employed under it enabled people to discover whether the firm could be trusted or not. American traders preferred trading with a firm where there was a limited partner than with one where there was no such partner. He was afraid that this Bill had not much chance of passing this Session; but what its supporters wanted was to have the principle of limited partnership recognized, so that, finally, it might be introduced as an adjunct to the partnerships of the country.
§ MR. ECROYD
, as one of the Members of the Select Committee to which the Partnerships Bill of last year was referred, said, that this scheme, which was embodied in one of the sections of that Bill, was examined by the Committee with very great care, and rejected; and it was against the application of the principle of limited liability to private partnerships that ho now desired to say a few words. While admitting that the principle, as applied to Companies, had met with a large measure of success, he felt bound to say that it had, to some extent, lowered the tone of commercial morality; and he believed that if it were applied to private partnerships there would be a still further decadence in that direction. In the case of Companies, a certain publicity was given to the accounts of the business, which would be wanting in the case of private partnerships, and thus many unsuspecting persons would be entrapped. Greater facilities would be afforded for mere speculation than existed at present, and temporary partnerships would be formed for a temporary purpose, which purpose would be simply the plunder of the unwary. Accounts would be manipulated, and profits would be paid out of capital, so as to raise the value of the partnership shares or interests, in order to mislead ignorant and unsuspecting persons. It had been argued that the principle, if adopted, would have the effect of attracting more capital into trade; but the evil under which commerce was now suffering was not want of capital, but the excessive pressure of capital—a pressure so great as to lead to questionable methods of trading, and to speculative transactions of a doubtful character, which but too often led to disastrous results. He believed, moreover, that the commercial integrity and prudence, which had been promoted by the sense of unlimited responsibility, would be lessoned if a partner could shelter himself under the doctrine of limited liability. The actual manager of the business might be a person of no means, while the persons who found the money would remain in the background, and give a tacit sanction to modes of trading which they themselves would never practise. He also thought that the application of the principle to industrial undertakings was open to great objection, for it would 1686 tend to lessen that personal contact and good feeling which at present existed between employer and employed, since the actual manager of such an undertaking might not be the capitalist, whose duty and interest it was to cultivate intimate relations with his men. Even if this Bill passed the second reading, he would warn the hon. Member for Gloucester (Mr. Monk) against being too sanguine that it would come before one of the Standing Committees this year—indeed, looking at the state of Business in those Committees, he believed that it could not possibly do so. That could not be alleged, therefore, as a reason why the House should be asked to sanction the second reading. But, believing, as he had said, that the Bill would tend to lower the tone of commercial morality, and seeing many pitfalls and dangers in connection with the scheme, without any benefits of a practical character such as would warrant them in making the change proposed, he should vote against it.
§ MR. SERJEANT SIMON
said, he would remind the hon. Member who had just sat down that, notwithstanding the happy relations which he said existed between employer and employed, it had been found necessary for the Legislature, from time to time, to step in and pass Acts for the protection of the employed— such as the Acts, for instance, for shortening the hours of labour, the regulation of factories and workshops, and for otherwise improving the condition of workmen. The hon. Gentleman opposite had said that the introduction of the principle of limited liability had lowered the tone of commercial morality. That was, however, a mere assertion, and no proof had been adduced by the hon. Gentleman in support of it.
§ MR. SERJEANT SIMON
remarked, that he did not share that opinion. The Bill was to insure publicity; whereas, under the existing law, a trader could be floated by a loan made in secret, and after the lender had had a good return for his money he could withdraw it, the creditors only being made aware of the fact when the crash came. Such a thing could not happen under this Bill, for there would be publicity throughout as to the relations in which traders stood 1687 with reference to persons advancing capital. There was a strong feeling among the commercial community in the borough ho represented in favour of the Bill; and, therefore, ho should vote for the second reading. He did not deny that the Bill, in some of its details, was susceptible of improvement; but he had not heard from the hon. Member for Burnley (Mr. Rylands) a single objection to the Bill that could not be remedied in Committee. He contended that the Bill was as much a public measure as if it had been brought forward by the Government itself. It was a Bill framed by the Associated Chambers of Commerce, who represented large commercial interests, and knew well what those interests required. Such a measure, therefore, could not properly be called amateur legislation. Many of the most important Statutes passed of late years proceeded originally from, private Members.
§ MR. BRINTON
said, that the Bill had been recommended by several Chambers of Commerce on the ground that it would greatly promote trade by enabling small capitalists to invest their money remuneratively. Combination was now the only way by which such persons could manage to meet the competition of large commercial concerns. The Bill would probably be advantageous on the whole; but some of its details wanted re-modelling. It did not provide adequately for such matters as the transfer of the limited partner's share, or make it clear that an incoming general partner should be furnished with the fullest information as to the position of the concern in which ho embarked. He supported the proposal to refer the Bill to a Select Committee.
§ MR. GREGORY
said, he considered it too late to object to the principle of limited liability; but ho agreed that the details of the measure would require very careful consideration. The question was, to what tribunal could it be referred? A Select Committee hardly seemed feasible at this time of the Session.
§ MR. GREGORY
said, he was not sure that that was not the worse alternative of the two, seeing the amount of work which the Committee had before it. The 1688 American system, which would be followed in some respects if the Bill passed, was full of defects, and sometimes involved the limited partners in very serious difficulties. As it stood, for instance, he did not see what would be the position of a limited partnership if a limited partner were to die, or what would be the effect of the Bill upon the estate and personal representatives of such partners. It appeared to him that there would be great risk of that estate being involved in an unlimited partnership and liability to any extent. This and several other matters would require the greatest attention. He would, how-over, be prepared to support the second reading, upon the understanding that the Bill should be carefully considered.
§ MR. CHAMBERLAIN
said, the Bill had given rise to a very interesting discussion, and in particular it had called forth an extremely able speech by the hon. Member for Burnley (Mr. Rylands), who, it seemed to him, had entirely destroyed, smashed, and pulverized the arguments of the hon. Member for Gloucester (Mr. Monk). There was absolutely nobody who had given anything like an unqualified support to the present Bill; and those who had spoken in its favour had spoken rather as the advocates of the particular views of Chambers of Commerce. The position of the President of the Board of Trade in matters of this sort was most difficult, as it was considered discourteous to oppose the preliminary stages of a Bill whose principle might not be extremely objectionable. It was true, as the hon. Member for Gloucester had said, that the Government had, on a previous occasion, assented to a Bill of this kind; but that was a consolidating Bill, and the Government had never assented to all its provisions, and particularly to those relating to the compulsory registration of partnerships. It had always appeared to him that the compulsory registration of partnerships, which was a crotchet of many Chambers of Commerce, would be a most mischievous and unnecessary interference with trading. The object of this Bill was twofold. The avowed object was to establish, or rather to extend, the application of the system of partnership which was well known abroad—a partnership by which the acting directors of a business were unlimited partners, while those who found 1689 the capital were only limited partners to the extent to which capital was invested. There was something to be said against such a partnership as this, because there was no doubt it tended to introduce as directors and managers of a business persons of straw, who had no direct pecuniary interest in the matter. At the same time, he believed the working of this system had not been objectionable in Franco or America. Providing there was proper protection in the shape of publicity, and that no steps were taken which were liable to lead the unwary astray, he should be inclined to allow persons to make any arrangement they chose for the conduct of their business. But when ho came to look at this Bill, however, he found that it had been so carelessly drawn that, instead of attempting to amend it in Committee, the simpler plan would be to give it a coup de grâce, and to introduce a fresh one in its place. It was admitted by those who supported it that several of its clauses must be entirely reconstructed; but they said that was precisely the work for a Committee of that House. He, on the other hand, thought it was not the duty of the House of Commons to spend its valuable time in redrawing a measure on such a difficult and complicated subject as this. It was said that this was a question which the Government should take up. The Government, however, had introduced two great Commercial Bills in the course of the present Session; and if they became law the Grand Committee before which they had been sent would deserve the thanks of the commercial community for having dealt with them. The question of partnerships required as much close examination in detail as either bankruptcy or patents, and it was impossible to undertake that subject also. There was no better tribunal than the Grand Committee on Trade for dealing with the question; but it had only got through 19 clauses of the Bankruptcy Bill, and had still 148 to go through, and there were 100 clauses in the Patents Bill; and surely it would be too much to ask that unfortunate Committee to undertake the consideration of such a measure as the present Bill in September, or perhaps in October—if the House sat so long—when they had got through their arduous labours in connection with the other Bills. In those circumstances, he hoped 1690 that the hon. Member would feel that in bringing about this discussion his object had been attained, and would be content to leave the matter to the future consideration of the Government, who, on some fitting occasion, would feel it to be their duty to introduce a Bill dealing not as this did with one point only, but generally with the Law of Partnership. The hon. and learned Member for Dews-bury (Mr. Serjeant Simon) had declared that the Bill had been approved at the annual meeting in London of the delegates of the Chambers of Commerce. Knowing whathe (Mr.Chamberlain) did, however, of what took place at those meetings, and what a brief time was given to the consideration of such matters as this, he did not feel much impressed by the fact relied upon by the hon. and learned Member. He would undertake to say that this Bill had not been considered for more than half-an-hour at the last meeting of what had been called the mimic Parliament at the Westminster Palace Hotel. He did not, therefore, see by what reasoning they should ask that House to abrogate its functions and accept the measure on such recommendations. If the hon. Member pressed the second reading to a division he should feel him self compelled to go into the Lobby with the hon. Member for Burnley.
§ MR. W. E. FORSTER
said, he regarded the principle of the Bill as good, believing that all persons should be allowed to join together under whatever conditions they pleased for the carrying on of legitimate business. The object of the measure was to secure that publicity should be given to these partnerships; and he should have thought that the Government would have had no difficulty, under the circumstances, in assenting to the principle. He could not but think that they ought to give full liberty for people to invest their money how they pleased, provided that proper provisions were taken to prevent their being taken in blindfold. All that Parliament ought to do was to insure that the buyer and seller knew upon what conditions they were dealing with each other. This Bill would, at all events, secure greater publicity on that point. He agreed, however, that there was no chance of the measure becoming law during the present Session. It would be impossible to send it to the Grand Committee. There never were 1691 more business-like discussions than were taking place before that Committee; but, from the fact of those discussions being business-like, there was not a single point which could be raised which was not raised. The result of referring the Bankruptcy Bill to this Committee would, no doubt, be that it would receive such a careful sifting and testing of its provisions as he did not believe any measure ever had before. The President of the Board of Trade suggested that the Bill should be dropped; but he (Mr. W. E. Forster) thought its principle was one which should be affirmed, therefore he should support the second reading. The measure came before the House with the cordial and thoughtful support of a large portion of the business men of the United Kingdom. He desired to point out that the right hon. Gentleman the President of the Board of Trade was in error in assuming that careful consideration was not given by the Chambers of Commerce to such measures as that now before the House. It was quite true that but little time might be devoted to their consideration at the general annual meeting in London; but they were very critically discussed in the different Provincial Chambers.
§ MR. W. FOWLER
said, that while he agreed, to a great extent, with what had fallen from the President of the Board of Trade, he could not see why, as no new principle was involved in it, the Bill should not be read a second time. There was much to be said for the principle that those who shared the profits of an undertaking should also share the risks. It was said that the Bill would create traps into which the unwary might fall. But ought they to cripple the action of reasonable men because there were fools in the world? There were frauds under the present system, and there would always be frauds so long as there were fools; and it was no business of Government to protect them from their own folly. As to the American law, he had seen for himself that it applied generally. Although he admitted that the Bill was carelessly drafted, he should support the Motion of the hon. Member for Gloucester, because he failed to see that danger would result from reading it a second time.
§ MR. ILLINGWORTH
said, he regretted that the President of the Board of Trade had not consented to allow the 1692 Bill to be read a second time, on the understanding that it should not be carried further during the present Session. The results of the Limited Liability Act had been very advantageous to the working classes, and the extension of the principle of that Act would produce still greater benefit, by encouraging capital and skill to combine. It would be well to encourage capitalists to advance limited sums to men possessing character and skill, and that was the result which the Bill was intended to bring about. It was loosely drawn; but that was rather a matter for consideration in Committee than in the House.
§ MR. TOMLINSON
opposed the Bill, on the ground that it would repeal the leading provisions of the Act of 1865, without substituting in their place a more satisfactory scheme. Under this Bill, if a limited partner, finding that the business with which he was connected was going wrong, were to do anything to remedy the evil, he would at once become liable as a general partner. The position of a person investing money on the terms which the Bill would sanction would be much less satisfactory than that of those who had capital invested on the terms laid down in the Act of 1865.
§ MR. SLAGG
reminded the House that there were many important Chambers of Commerce in the country which were not connected with the Associated Chambers of Commerce. He had a good deal of respect for the Associated Chambers, and should look with favour upon any Bill backed by their voice, fie was, however, of opinion that the Bill was not demanded by any large and practical body of the commercial world. It seemed, indeed, to be more an emanation of the academic discussions of that itinerant Commercial Parliament—the Associated Chambers of Commerce—than a measure based on the commercial needs of the country. Looking at the Bill from the point of view of the cotton trade, he must say that the facilities for entering into that business were already extensive enough; and if one of the objects of the Bill were to enable outside persons to invest their savings in the risks and speculations of that trade, it was good reason why it should not be passed. He failed to see that the commercial community required the Bill, or that the Committees of the House who had con- 1693 sidered it gave it the slightest support. The measure would open avenues of very great and serious risk, and might lead to much disaster in the case of clergymen, widows, and such like people, who might be betrayed by it into rash investments. The provisions of the Bill had not been thoroughly considered or digested, and he hoped the House would not pass it.
§ MR. WARTON
said, he was delighted that the President of the Board of Trade had put his foot down upon the insane scheme of those self-constituted humbugs called Chambers of Commerce. This Bill was nothing but another of those wretched measures which emanated from those wretched Bodies; and he hoped the hon. Member for Gloucester (Mr. Monk), the President of those Bodies, would not only withdraw the Bill, but withdraw also himself from the position he held.
§ MR. HORACE DAVEY
said, he did not agree with the right hon. Gentleman the Member for Bradford, who said that no new principle was embodied in the Bill. It did recognize a new principle, for it proposed that a firm might consist of two classes of partners—general partners and special partners. He could, from personal knowledge, assure the House that the New York Partnership Bill, on the lines of which this Bill was framed, had led to a vast amount of litigation, and had made it possible to lay traps into which many innocent people had fallen. Persons had suddenly found themselves liable for vast sums to which they never intended their liability to extend. The principle of the Bill deserved discussion; but, its provisions being erude and unworkable, and likely to lead to much litigation, he could not support it.
§ MR. FRESHFIELD
said, he strongly objected to the principle of the measure. It would encourage many people who knew nothing about trade to invest their money in concerns of the stability of which they were quite ignorant. He thought the country could very well stop where it was. It was quite enough for people to be able to borrow money; but he objected to a measure which would have the effect of attracting money from persons who, when they had advanced it, had no means of exercising any control over it. It was true that this principle was known in France; 1694 but it had been found to be productive of much inconvenience and disappointment. He hoped the House would not assent to the second reading.
§ MR. MONK
said, he thought the President of the Board of Trade—the now Minister of Commerce, he supposed he might call him—was hardly justified in the remarks he had made as to the treatment of Bills by the Chambers of Commerce. The right hon. Gentleman did not inform the House that he accepted at his hands last year a Partnership Bill of which this Bill formed a considerable portion. It was also very remarkable that the Solicitor General had his name on the back of the same Bill in 1879–80, which the right hon. Gentleman now said was so badly drawn that it ought to be kicked at once out of the House.
§ MR. CHAMBERLAIN
Does the hon. Member mean to say that I accepted this Bill? I never saw it until the present Session.
§ MR. MONK
replied, that in 1881 the right hon. Gentleman had accepted the Partnerships Bill, which contained the principle of limited partnerships, but which, after a while, he found he was not able to introduce himself, owing to pressure of Business. He then recommended him (Mr. Monk) to get it introduced in the House of Lords, and Lord Cairns would have taken charge of it in that House had there been sufficient time to carry it through.
§ MR. CHAMBERLAIN
I must beg my hon. Friend's pardon. I do not agree with him, and cannot admit that I did accept the Bill in the way he says I did.
§ MR. MONK
said, he should be happy to produce a copy of the Correspondence, which, no doubt, ho could obtain as an unopposed Return. The Bill was drafted at the instance of the Chambers of Commerce by a friend of the hon. and learned Member for Christchurch (Mr. Horace Davey), Mr. Pollock. If the hon. Member for Preston (Mr. Ecroyd) and the hon. Member for Burnley (Mr. Rylands) objected to the measure, they ought to move for the repeal of the Act of 1865, as this Bill was merely an extension of that Act, arid enforced publicity and registration, which would be altogether in favour of creditors. He would only add that he was astonished that the right hon. Gentle- 1695 man who had accepted the post of Minister of Commerce should have spoken as he had about the Chambers of Commerce.
§ Question put.
§ The House divided:—Ayes 49; Noes 159: Majority 110.—(Div. List, No. 80.)
§ Words added.
§ Main Question, as amended, put, and agreed to.
§ Second Heading put off ton six months.