HC Deb 22 November 1916 vol 87 cc1461-72

(1) Every firm or person required under this Act to be registered shall furnish by sending by post or delivering to the registrar at the register office in that part of the United Kingdom in which the principal place of business of the firm or person is situated a statement in writing in the prescribed form containing the following particulars:

  1. (a) The business name;
  2. (b) The general nature of the business;
  3. (c) The principal place of the business;
  4. 1462
  5. (d) Where the registration to be effected is that of a firm, the present Christian name and surname, any former Christian name or surname, nationality, and if that nationality is not the nationality of origin, the-nationality of origin, the usual residence, and other business occupation if any) of each of the individuals who are partners, and the corporate name and registered or principal office of every corporation which is a partner;
  6. (e) where the registration to be effected is that of an individual, the present Christian name and surname, any former Christian name or surname, nationality, and if that nationality is not the nationality of origin, the-nationality of origin, the usual residence, and other business occupation (if any) of such individual;
  7. (f) Where the registration to be effected is that of a corporation, its corporate name and registered or principal office;
  8. (g) If the business is commenced after the commencement of this Act, the date of the commencement of the business.

(2) Where a business is carried on under two or more business names, each of those business names must be stated.

Amendments made: In Sub-section (1), paragraph (d,) after the word "surname," insert the word "the."

After the word "and"["and other business occupation"] insert the word "the."

In paragraph (e), after the word "surname," insert the word "the."

After the word "and"["and other business occupation"], insert the word "the."—[Mr. Pretyman.]


I beg to move in Sub-section (1), paragraph (g), to leave out the word "commencement"["after the commencement of this Act"], and to insert instead thereof the word "passing."


Have the Beard of Trade really determined that this Bill can come into force on its passing? Is that really practical? Is it feasible to put it into operation in this way, or would it not be better to have a period, say, of two months, after the passing of the Act?


A person has three months in which to register.


It is absolutely provided for, because we take the date of the passing of the Act as the commencement of the period after which the actual registration shall commence.

Amendment agreed to.


The next Amendment, standing in the name of the hon. Member for York (Mr. Butcher), which deals with the matter of notepaper and so on, belongs to Clause 17.


When we come to that Clause I shall accept the Government's proposal, and not move my Amendment.


I beg to move at the end of the Clause to add the following new Sub-section: (3) Where it appears to the satisfaction of the Board of Trade—

  1. (a) that the name which it is proposed to register under this Act contains the word "British" or "Imperial," or any word or words calculated to lead to the belief that the individual or all the individuals carrying on business under that name is or are British subjects; and
  2. (b) that such individual or individuals, or any of them, are not British subjects;
the Board of Trade shall refuse registration of such name and require another name to be put forward for registration instead thereof. This is another Amendment which emanates from the Unionist Committee, and as it is one which was not adumbrated by the hon. Gentleman in his speech, such credit or discredit as there may be attaches to us alone. It is a matter of great substance. There are a large number of people who use the words "British," "Imperial," or "National" without any possible claim to them. It is quite open to any two or three men, whose name may be Schmidt or Golden-stein, to call themselves "The English Bakery Company" or "The National Explosives Company." Anybody may use a name of that kind at the present time, and the object of this Amendment is to prevent people using the name "British," "Imperial," or something similar, and making the public think that it is a British business when in reality it is not. I am not quite sure whether the wording of the Amendment will commend itself to the Solicitor-General, but I hope so. All we want is to get the matter cleared up, and, if any other words are preferred, I need hardly say that we shall be quite willing to accept them. We do not want any German commencing business or carrying on business in future in this country under a title which leads a person to suppose that he is dealing with an English or British firm. The whole object of the Bill is to cause Germans, or any persons of other nationalities whose names do not appear in the title of the firm, to register in order that English people may know with whom they are dealing. We want to go a step further and to give the Board of Trade power to veto people using the title, say, of "The British Bakery Company," unless they are genuine British people. There is no objection to two Englishmen, say, Butcher and Pell, trading as "The British Bakery Company" if they desire to do so, but there is every possible objection to Schmidt and Company doing so. I hope that my hon. Friend will accept this Amendment, and allow the Board of Trade to take that power which we are anxious to confer upon them.


It is in the experience of us all that a great many businesses have been carried on under a very high-sounding British name, inviting custom because it is, say, a "British" or "Imperial" bakery, or a "British" or "Imperial" tailoring business, or even some larger enterprise still. It is quite certain that a large number of unwary customers have been induced in the past to do business with these so-called British and Imperial firms by the magnificence of the name, which has had an attraction for some people. It is only comparatively lately that we have been in the habit of looking behind the firm's name and seeing whose are the hands that really move this decorative machinery. We have found that behind the names of apparently British companies has really been concealed the identity of Schmidt, Golden-stein, and so on. We do not want persons who are not British subjects to be allowed to assume these misleading names. If they want to be registered, let them register under a name which is not misleading. That is the object of the Amendment. Now that we are throwing some light upon the real partners in a firm, do not let us allow people to trade under a totally misleading description. I hope my hon. Friend will see that there is some substance in this Amendment, and, if he cannot accept the exact form of words suggested, that he will himself suggest some words which will meet this undoubted evil which has sprung up in our midst.


I have very great sympathy with this Amendment, but I certainly do not think it would do in the form in which it appears upon the Paper. In the first place, it would be ineffective. All this Amendment does is to say that no firm can be actually registered if the Board of Trade thinks that the word "British" attached to it is calculated to deceive. That would not prevent a firm, when once it has been registered, from changing its name.


If a firm is registered and changes its name, it has to register its change of name.


My hon. Friend has misunderstood me. Perhaps I did not make myself clear. I wanted to say that the ownership might change. There is nothing in the Amendment to prevent a firm registering itself as British when it is British, and then afterwards passing on its assets and property to people who are not British. This really creates great difficulty in the matter of existing goodwill, and, in considering the Bill, we must not allow our minds to be solely directed to the question of German firms. It is not merely a war Bill dealing with German firms. It is a Bill for all time dealing with the registration of firms who trade under names other than those of the actual owners of the business, whether they are Englishmen, Americans, Frenchmen, Italians—our Allies or our enemies. We must consider the Bill from that point of view, and not be led by a natural anxiety to discover some German taint to throw an undue burden or difficulty upon British firms, or actually to reduce the value of property of our own fellow-subjects or of our Allies. Clearly, if a Clause of this character were applied to all existing firms, it would deprive a considerable number and possibly a large number of firms of goodwill which is valuable.


Not British subjects.


No, not where a firm was wholly British; but where a firm was, say, American, it might happen. A firm in America starts a branch in this country, and calls it the British branch of the company, not with any evil intent, but because it is in this country and in order to dis- tinguish it from the American branch. They may have acquired a goodwill under that name, and it would be rather hard to-deprive them of it. I hardly feel justified in applying a Clause of this kind to existing firms or businesses. I have very great sympathy with the suggestion that we should apply it to future registration, but I should like to point out that the question really arises in connection with companies rather than with firms and persons, and we have to consider it from that point of view. I should like to leave the matter over till the Report stage. It is an important and a rather difficult question, and we do not want to legislate in a hurry. This Amendment, I think, only appeared on the-Paper to-day. I spent two hours this-morning trying to get at the real effect of it, because we have to appreciate what the actual effect is going to be upon business people in this country, and I am not quite clear what it would be. If the Committee will consent to this standing over to the Report stage, I will consider whether it would not be possible to meet this proposal or whether it might not be possible to introduce a separate Bill covering the cases of companies as well. There-may be difficulties in connection with companies; the question has not yet been considered. I have thought it right to-show the Committee the whole bearing of the matter. We considered it this morning, and I would like to reserve any further statement till the Report stage. If we consider it better to introduce a watertight proposal in this Bill going as far as it seems wise, I will do that on Report; but if, on the other hand, we think it better to deal with the whole question, including companies as well, in a separate Bill, I will inform the House when we come to that stage.


For my own part, I hold out this amendment of the law is absolutely essential. What is it that the Amendment proposes? It is that nobody should be allowed to use a term such as "British" or "Imperial" which is calculated to lead to the belief that the individual or individuals carrying on the business is or are British subjects. It seems to me a monstrous thing that the law as it at present stands should allow anybody, Germans, Austrians, Frenchmen, Russians —I take them all; they are all in the same category-—to come forward and hold themselves out to the people of this country as being British, Imperial, or Canadian, or it may be anything else that will attract the public, whereas, in point of fact, they are foreign firms. This Amendment, so far as I can see, does not in the slightest degree prevent the same individuals or firms from carrying on their business so long as they have in their name something that will show that they are not really what they have been holding themselves out to be in the past, but are in reality foreign firms. I do not know what argument can be urged against it. Since the War broke out we have had the case of the British Petroleum Company. When it came to be looked into the British Petroleum Company had nothing to do with Great Britain at all and had nothing British about it. I suppose we could give hundreds of illustrations of the same kind. I am certain that during this War and after this War the people of this country are going to say, "We wish in our dealings to know whether we are acting in the interests of our own people or in such a way as to build up credits and businesses for those who either are or may hereafter became our enemies."

5.0 P.M.

That is the whole object of this Amendment. I cannot see how any British interests are affected by it, because the Sub-section (b) says that "such individual or individuals, or any of them, are not British subjects," then "the Board of Trade shall refuse registration of such names and require another name to be put forward for registration instead thereof." My hon. Friend opposite (Mr. Pretyman) has said that he would like to consider this matter. I think that is a very reasonable proposition on his part, but I hope he will remember that we attach considerable importance to this matter. I agree with him that the abuse is probably greater in the case of companies than it is in the case of individuals, though I think when he comes to deal with that he will find it is more difficult to deal with it in the case of companies, because you may have a few British shareholders, or even a large proportion of British shareholders, when the company may in reality be a foreign one. But as he has given his assurance that before the Report stage he hopes to be able to make some amendment after he has given further consideration to the question, I do not think we ought at this stage to divide upon the matter, but if it becomes necessary I should not hesitate myself, holding the strong views I do, to take the opinion of the House as to whether people should be allowed to deceive the public in future by the use of such names


I hope in anything the Government may do in connection with this matter that they will take good care there is no differentiation between a firm and a company. It seems very hard that firms should be singled out and companies allowed to trade in any name they like. I would point out that this Amendment reads: Where it appears to the satisfaction of the Board of Trade that the name which it is proposed to register under this Act contains the word 'British' or 'Imperial,' or any word or words calculated to lead to the belief that the individual or all the individuals carrying on business under that name is or are British subjects. There is this difficulty, that you may have a man called Jones who may be Jones and Company, and he may be an American; it does not follow that the word "Jones" does not convey that he is not a British subject, and you get into a maze of difficulties when you come to give the Board of Trade powers to refuse, for example, some name that is an English name because it applies to an American.


If the hon. Gentleman will forgive me for a minute, I would point out that the Amendment only applies where the word "British" or "Imperial" is part of the title of the firm, like the Jones Imperial Flour Company.


I think the hon. Gentleman has not read his own Amendment: Where it is proposed to register under this Act the name. (Jones) or the word 'British' or 'Imperial' or any word or words. Under any word or words you might have Jones, Smith or Robinson. I think I am correct in that, but if it is going to be withdrawn we need not perhaps discuss it, but I do urge the Government not to penalise firms as opposed to companies in connection with this matter. Moreover, I would point out that the word "Imperial" is a very dangerous one to include, because there are other Empires besides this, and it would be difficult to exclude the word "Imperial." We must also bear in mind in connection with the word "British" that we do not exclude our own Colonies.


I really do not think the objection raised by the hon. Baronet opposite has much force, because although there are other Empires, we are dealing here with firms in this country, and it ought to be assumed that a firm in this country which uses the word "Imperial" or "British Imperial" has to do with our Empire. So far as the more general objection of the hon. Baronet is concerned, I would point out that I think my hon. Friend beside me is quite correct. The words "British" or "Imperial" are put into the Amendment for the purpose of guiding the Courts as to the general meaning of the Clause. They would construe that, I understand—my right hon. Friend the Attorney-General will correct me if I am wrong—they would construe the Clause so that the "other words" should be just and generous. The name Jones or Smith would not be "other words" within the meaning of the Clause. On the other hand, a company calling itself "The London So-and-so," or "The London and Liverpool So-and-so" would be, because London and Liverpool being British place names, might reasonably be construed as just and generous with "British" and "Imperial," and it is in order to avoid that deliberate misleading of the people in the use of words of that sort, which imply a British character, that we are anxious that this Clause should be included.


I am quite in sympathy with the object of this Clause. At the same time, I think the Board of Trade require to be careful in dealing with companies in Scotland. There we have a number of companies using such names as "The Special American Investment Company" or "The North British Canadian Investment Company." These names have been well known to the public for twenty-five or fifty years, and they are valuable to the companies. I do not think it would be reasonable, simply because you have detected someone in America, say, some banker in New York holding a hundred shares in a company like that, to force that company to change its name for such a reason. I wish to point out that to the Board of Trade.


I think the proposal my right hon. Friend has made is a perfectly reasonable one, which everyone will desire to fall in with. I want, if I may, to make this observation, that, personally, I should like to see as drastic a line taken as possible, more or less on the lines of this Amendment, if the Board of Trade and the Government can see their way to do so. If, on the other hand, they come to the conclusion that the Amendment now before the Committee is going too far and raising difficulties, which I am quite prepared to believe, it may be undesirable for them to give way to, I would ask my hon. Friend to further consider whether he can move another Amendment which at any rate will make it quite clear to the public that where the title "British" or "Imperial" is used and where the Board of Trade think it would be wrong to refuse to register it, that there shall be some means by which the people in the country may know that they are dealing with a firm or a company in which enemy interests are involved. I think, however, this is quite a different point. The Amendment says: The Board of Trade shall not be allowed to register that name. If we cannot go as far as that, we should at least go a considerable distance. If you say they must register, in allowing registration it should be made clear to anybody dealing with this firm from their notepaper or some outer mark that it has outside interests other than British.


That is exactly what the Bill does. The person registering has to give these particulars, and by a later Clause he has to put them on his note-paper; therefore we do get that amount of information. I do not know that this suggestion is additional to what is in the Bill. That is already the main object of the Bill. The name "British" or "Imperial" obviously cannot be the personal name of the owner of the business. Clearly, therefore, anybody who trades with these words has to be registered. I think I should have pointed out to the Committee that in the registration they have to give particulars which will show whether or not they are foreign, and that must be stated on the notepaper and the stationery. That is an important power.


Does that have an important bearing? It might have an important bearing where the people who are going to trade with them are men of business and are conversant with the details of the business and would look into every particular, but would it have an important bearing, say, in the case of a large shop, which calls itself "The British Imperial Tobacco Company," or something of that sort, and has to put on its bill that it consists of a certain number of people who are not English? The ordinary buyer going in would see British Imperial on the doorplate and written all over the place, but probably would not look at the bill, but would only see that the 10s. that he had paid had been properly receipted. It seems to me that it is necessary in some form or other to have this safeguard. It certainly would not do to penalise firms and not penalise companies.


We cannot do it in this Bill.


As my hon. Friend is going to consider this matter, I would like to make one little suggestion. It seems to me quite clear that you will have to have a special Act of Parliament to carry this out, just as you did in the case of Anzac the other day. It would have to be thoroughly threshed out in another Bill. For the purposes of this Bill you might incorporate some matter which would require a person trading under a name which had the word "British" or "Imperial" as part of it, to put his nationality at the end of the style; to have, say, British Petroleum Company, and then, in brackets, German. That would do exactly what my hon. Friend wants, but would do it in an exaggerated way. That is only a suggestion for the purposes of this Bill; meanwhile, I hope my hon. Friends will dispose of this Amendment, which I do not think is practicable to its full extent in this Bill.


I am in sympathy with this Amendment, because it raises the important principle of the official attitude. Of course, the Departmental attitude we all know of old has been that there should be in all these sort of matters the utmost possible freedom. Our recent experience shows how this so-called freedom degenerates into a licence which is harmful to this country. I do not feel in the least ashamed to stand up and say that if a man wants to monopolise the word "British," and he is only one of many millions of Britons, he ought to show cause; if he wants to use that word for his particular business, and wants a special ticket with the word "British" upon it, as if his were the only British firm of the kind, then he ought to justify his right to its use. We have left all the old departmental ideas behind. We know the abuses that exist. We do not allow a man to have the Royal Arms upon his goods unless he has a special licence appointing him to supply the Royal Family. You do not allow him the right to that in any way unless he is under special Government patronage; and I say you ought not to allow him to stamp himself with British citizenship when he is not entitled to it.


I do not think the hon. Gentleman is entitled to say that the Department's attitude in this matter has been one of absolute freedom. That is beside the truth. My hon. Friend said that he was in sympathy with the point which has been raised and promised to consider it. I think he has taken the right course, because there are plain objections to the Amendment. The point has been raised by more than one Member that the Amendment ought to go further. I am in the fullest sympathy with the Clause as it stands, but it is complained that it does not go far enough, that it does not deal with the important point raised by my hon. Friend in regard to the registration of names. We want carefully to consider the matter, and when he has done so my hon. Friend on Report will announce what he will do.


I desire at once, and, in fact, I have been waiting for some time past, to accept the suggestion made by my hon. Friend. And certainly, after what my hon. Friend and ray hon. and learned Friend have said, I desire, with your permission, to withdraw the Amendment. Doubtless before Report my hon. Friend will communicate with me as to the terms of any proposed Amendment or in regard to the terms of the Bill.

Amendment, by leave, withdrawn.

Clause, as amended, ordered to stand part of the Bill.