COMPANIES (CONVERTED SOCIETIES) BILL. (Hansard, 15 July 1910)

§ Mr. CARLILE
I should like to ask the hon. Gentleman in charge of the Bill whether in its present form it meets with the approval of the friendly societies, and whether it has also the approval of the Registrar?

§ Mr. MOONEY
As far as I understand this Bill, the object is to set aside certain decisions of the courts. I understand that the Court of Appeal has in two recent cases decided that the conversion of a friendly society into a company does not give that converted company a right to extend its objects. I want to know what will be the effect of this Bill.

§ The PARLIAMENTARY SECRETARY to the BOARD of TRADE (Mr. Tennant)
In reply to the hon. Member for the St. Albans Division (Mr. Carlile), I understand that both the bodies he referred to are entirely in agreement with the purposes and drafting of this Bill. They have been consulted, and they are satisfied. In reply to the hon. Member for Newry (Mr. Mooney), I must say that the Bill has been drafted in order to protect the interests of societies which have been converted into companies. Two recent decisions of the courts of law have decided that a friendly society converting itself into a 809 company can take no more extended powers as a company than the powers which it had as a friendly society, and in one of the decisions it was suggested by the court that the registration as a company of a friendly society might be invalid even after the Registrar of Joint Stock Companies had issued a certificate of incorporation. There are unscrupulous persons who are taking advantage of this decision to practically levy blackmail on those who have acted in ignorance of the law, and the object of this Bill is to protect societies thus affected. In future the law will remain as it is; this will only legalise what has been done, and done unwittingly, in the past. It will get rid of a serious defect, and I may say that the Bill is opposed by no authority, and no body of men who have any knowledge of this very complicated subject.

§ Mr. MOONEY
Do I understand that the Bill, as drawn, will only apply to those companies which have been converted from friendly societies, and which have, in their ignorance of the law, made themselves liable under the existing law? May I take it that the Bill will not apply to companies to be converted in the future?

§ Mr. TENNANT
The hon. Gentleman is perfectly correct. It only indemnifies acts up to the present; there is no indemnification as far as the future is concerned.

§ Mr. BRIDGEMAN
May I ask for some explanation of the reference to blackmail to which it is suggested certain people have been subjected?

§ Mr. TENNANT
There are several actions pending. One has already been tried. But they have all been brought on the lines suggested by the decision I have referred to, and some not very conscientious persons engaged in the law have attacked a particular company which I have in my mind. The object of this Bill is to meet that situation and to indemnify this particular company which has issued policies of insurance which I may say are perfectly fair.

§ Mr. GIBSON BOWLES
Do I understand that certain actions are pending for certain acts improperly done?

§ Mr. TENNANT
No.

§ Mr. GIBSON BOWLES
If it be the case that certain acts alleged to be improper are to be indemnified by this Bill 810 —if, in fact, it is proposed to give ex post facto sanction to those illegal acts, I venture to suggest it is a rather serious thing thus to indemnify a company which has exceeded its powers. I am not opposing this Bill, as I understand it meets with general agreement, but I do think the House should realise the fact that it is proposing to give an indemnity for acts committed ex post facto.

§ Mr. ASHLEY
It seems to me very hard that companies which, acting in perfectly good faith, have overstepped the legal limit and have committed acts which are not in themselves wrong, should be liable to these actions, especially seeing that for thirty-five years no doubt has been raised as to their legality. I think the Bill ought to be read a second time.