§ Order for consideration, as amended, read.
§ Motion made, and Question proposed, That the Bill, as amended, be now considered.
§ 7.8 p.m.
§ Mr. Speaker
I have given careful consideration to the various Motions on the Order Paper and I find, also as a result of conversations, that the point is the matter of the Ardwick Cemetery. I find no disposition to raise wider issues on the Bill, so the hon. and gallant Member for Knutsford (Lieut.-Colonel Bromley-Davenport) has agreed not to move his Motion, "That it be considered upon this day three months." I understand that he is to second a Motion for the recommittal of the Bill in the name of the hon. Member for Middleton and Prestwich (Sir J. Barlow), and he can then tell us why he has taken that course.
The Motion of the hon. Member for Blackley (Mr. E. Johnson), "That the Report from the Committee on the Bill be now considered," is not necessary, since the House can do what he asks without any formal Motion. I propose to proceed directly to the Motion for recommittal, which I shall put to the House in the form of an Amendment to the Question, "That the Bill be now considered." That would enable as wide a discussion as I have had a notice of being desired by hon. Members.
§ Mr. Ellis Smith (Stoke-on-Trent, South)
I appreciate your Ruling, Mr. Speaker, and I think that it will facilitate the business. However, I want to safeguard our Parliamentary rights before we proceed. Am I correct in understanding that your Ruling is that provided we confine ourselves mainly to the Ardwick Cemetery controversy, and all that arises out of it, we shall be in order?
§ 7.10 p.m.
§ Sir John Barlow (Middleton and Prestwich)
I beg to move, to leave out "now considered" and to add instead thereof:recommitted to the former Committee in respect of the following Amendment to Clause 44 standing in the name of Sir John Barlow viz.:—476Clause 44, page 29, line 9, leave out subsection (2) and insert:(3) The price payable to the Company by the Corporation in respect of the undertaking of the Company shall be £2,100 or the value of the net assets of the Company on 2nd December, 1957, whichever is the greater;(4) The value of the net assets of the Company on 2nd December, 1957, shall be ascertained by an independent valuer appointed by the President of the Institute of Chartered Accountants in England and Wales and the cost of the valuation shall be defrayed by the Corporation;(5) If on the winding-up of the Company the amount of the surplus assets payable in respect of any share acquired on or after the 2nd December, 1957, by or on behalf of the Corporation, to the Corporation or to any other person on their behalf, exceeds £1, the amount of any such excess shall be paid to the person who was the holder of that share on 2nd December, 1957.It may be for the convenience of the House if I say that I have been informed that the members of the Select Committee who considered the Bill are not likely to take part in this debate, in view of the fact that the Bill may be recommitted to their Committee to consider again.
The Manchester Corporation Bill has been considered by the Select Committee and a Report dated 15th May has been submitted to this House. There are many valuable Clauses in the Bill which are urgently required by the Corporation for the management of that great city. There are, however, some Clauses on which the Select Committee reported critically. The Select Committee especially drew attention to Clauses 46 and 50, under which the Manchester Corporation sought to obtain the approval of Parliament to the transfer to the Corporation and to the winding up of Ardwick Cemetery Limited incorporated under the Companies Act, 1948.
The facts appear to be that the Ardwick Cemetery Company was formed in 1839 with a capital of £2,100 in £1 shares. For a time the cemetery was fashionable and prosperous and many well-known people were buried there, including John Dalton, the scientist, Edward Holme, and Sir Thomas Potter, who was the first Lord Mayor of Manchester. This ground is not consecrated and has not been used for burials for some years, although occasionally interments took place in existing graves or vaults, to as late as 1950. The cemetery is, moreover, in a very dilapidated condition and overgrown with weeds.
477 There is no doubt that this graveyard should be dealt with. Any such action is long overdue. I would emphasise that I do not disagree with the fact that action should be taken. The whole point at issue, and the reason for this Motion is that the method of securing control of the company was open to grave criticism.
The Select Committee reporting on the Bill on 15th May, at page 38 of its Report, pointed out—I quote—that theManchester Corporation sought to obtain the approval of Parliament to the transfer to the Corporation and the winding-up of the Ardwick Cemetery Limited, incorporated under the Companies Act, 1948. The Corporation proposed to pay £1 each or par to existing shareholders for their £1 share without going through the procedure enjoined in the Companies Act.In the next paragraph it appears that the President of the Board of Trade, in his report, stated that on a break-up basis the shares were worth more than £1 each. He pointed out that the Clauses., if passed unamended, would deprive shareholders of the company of the protection given by the Companies Act and might operate to their disadvantage. It further appears from the Report that the Town Clerk sent a letter to the shareholders, dated 2nd December, 1957, and as a result purchased 2,017 shares out of the total of 2,100 of the company.
This letter, signed by Mr. Dingle, who is the Town Clerk, pointed out that the cemetery was neglected and overgrown with weeds and that the company might well be embarrassed if a public scandal arose, and that the company, with its limited resources, could not afford to clear up the cemetery. He pointed out that the Manchester City Council could usefully use the land for school playing fields or an open space and suggested that if this opportunity were allowed to pass it would be unlikely that such a favourable offer would be forthcoming in the future. This letter provides for the purchase of the shares contingent upon the fact that the Corporation could secure the necessary powers from Parliament.
The Town Clerk actually said, and I quote:I am, therefore, writing to ask you to let me know if you would be prepared to accept an offer of £1 per share for the shares which you hold in the Company if the Corporation obtain the necessary powers from Parliament.478 It would seem that this is rather anticipating events, and certainly it does not provide for the possibility of the rejection or substantial alteration by Parliament of the Bill which was originally presented. It does not seem to be very businesslike to make a formal offer for shares in anticipation of future legislation.
In looking over the memorandum issued by the Manchester City Council concerning this matter, paragraph 17, the Council says quite clearly—and I quote—that it considersthat public interest would be best served by the acquisition of the Cemetery under Parliamentary powers.
§ Sir J. Barlow
I wish to make it very accurate and clear, and it is for that reason that I have been so careful to show where I am actually quoting and where not.
This cemetery existed under the Companies Act and, as the Board of Trade pointed out, should have been liquidated under the Companies Act, the Bill being changed in Committee to secure this end, and yet the Council, of its own accord, without any intimation to anyone, now says that it considers the liquidation under parliamentary powers is the best method. It seems a rather tall order when the Manchester Corporation wishes to dictate the method of liquidation without mentioning it to anyone, and it was due only to the vigilance of the President of the Board of Trade that this matter was noted and reported on so critically to the Select Committee.
The whole matter, as the House knows, was brought to the attention of the Director of Public Prosecutions who, after making inquiries, reported to the Attorney-General. In a Written reply to a Question in this House on 1st July the Attorney-General said there wasno ground for concluding that the letter contained any false, misleading or deceptive statement or that there was any dishonest concealment of material factsagainst Section 12 of the Prevention of Frauds (Investments) Act, 1939.
My right hon. and learned Friend went on to say that Section 13 of the Act prohibits the distribution of a circular inviting persons to sell securities without going through the procedure enjoined in the Companies Act, which provides that 479 any offer of this kind, as contemplated by Mr. Dingle, should have been sent through the principal of any recognised stock exchange or recognised association of dealers in securities or various other people, including what they call a holder of a member's licence. There appeared to be an infringement of that Section, the Attorney-General said. That is the important factor: there was an infringement of Section 13. According to the evidence given to the Select Committee, Mr. Dingle admitted that he took advice on this point, but apparently he did not act on it.
The Attorney-General stated that offences against that Sectionmay be prosecuted only by or with the consent of the Board of Trade or the Director of Public Prosecutions."—[OFFICIAL REPORT, 1st July, 1958; Vol. 590, c. 78.]The Attorney-General, in this case, decided not to prosecute. This clearly shows that the Town Clerk committed a criminal offence—
§ Mr. L. M. Lever (Manchester, Ardwick)
On a point of order, Mr. Speaker. May I point out that, in his reply, the Attorney-General offered the opinion that an offence "may be prosecuted." Those were the exact words.
§ Mr. Speaker
Order. I hope that, in this matter, hon. Members will forget the height of the temperature outside, and conduct the debate calmly and without unnecessary heat.
§ Sir J. Barlow
However, in the circumstances, prosecution is not called for. Vast sums are certainly not involved in this case. It is a matter of complying with the law. The object of my Motion is to make sure that the shareholders are treated absolutely fairly and in accordance with the law.
Subsection (3) of the Motion provides that the shareholders on 2nd December—that is, before they received Mr. Dingle's letter—shall receive either £1, which has already been paid in respect of 2,017 shares, or the value of the net assets on the liquidation of the company, whichever is the greater It is difficult to assess what the break-up value may be. The assets of the company consist of about £3,800, in value, of gilt-edged securities, and leases which, until recently, amounted to £227 a year but which have 480 recently gone up to £310 a year—and, of course, an overgrown, derelict cemetery. To assess the value of a disused, overgrown derelict cemetery would test the ability of any valuer. I think that we are all agreed on that.
Mr. Dingle suggests that if this land were cleared, and could built on, it would be worth £7,000 an acre. It is, however, required as an open space and, possibly, a recreation ground, and it must have considerable value for that purpose. It is open to some doubt whether the company, had it continued, could have been forced to spend its assets on clearing up the cemetery. Indeed, counsel for the Manchester Corporation, as will be seen at page 17 of the Minutes of Evidence said that it would not.
Subsection (4) of my Motion provides for the appointment of an independent valuer to be appointed by the President of the Institute of Chartered Accountants in England and Wales—
§ Mr. Ellis Smith rose—
§ Mr. Jack Jones (Rotherham)
On a point of order, Mr. Speaker. Can the House have guidance as to the method in which this speech is being delivered? Is it part of the custom of the House for every single word to be read from a prepared brief? And could we be told when the hon. Member is quoting, and when it is his own opinion that he is stating? Is it in order to continue to read from what is definitely a prepared brief?
§ Mr. Speaker
The hon. Member did appear to me to be reading, but I thought that he was quoting something from someone else. Read speeches are out of order.
§ Mr. Ellis Smith
Perhaps the hon. Member for Middleton and Prestwich (Sir J. Barlow) will forgive me for a moment so that I may tell him that in this House it is usual for Members to maintain a high standard; and that when statements have appeared in HANSARD it is usual to accept those statements. If the hon. Member will be good enough to look at columns 77 and 78 of HANSARD for 1st July, he will see that in answer to the hon. Lady the Member for 481 Wythenshawe (Mrs. Hill) the Attorney-General made a full statement which completely vindicates the Town Clerk of Manchester. Before the hon. Member proceeds, will he be good enough to say whether he accepts that?
§ Mr. Dudley Williams (Exeter)
Further to that point of order. In view of the fact that the hon. Member for Stoke-on-Trent, South (Mr. Ellis Smith) has made a statement that is quite inaccurate, I wonder whether, to clear up—
§ Mr. Speaker
Order. Neither the hon. Member for Stoke-on-Trent, South (Mr. Ellis Smith) nor the hon. Member for Exeter (Mr. Dudley Williams) is raising a point of order. These are all questions of debate, and can be discussed later.
§ Mr. Ellis Smith
To keep myself straight, Mr. Speaker, may I emphasise that I did not raise a point of order?
§ Mr. Speaker
I think that the hon. Member for Exeter prefaced his remark by saying that it was further to a point of order. There is no point of order before the House. What we are waiting for is to hear the hon. Member for Middleton and Prestwich.
§ Mr. Jack Jones
Further to my point of order, Mr. Speaker. May we have an answer to my question whether it is in order for this practice to be indulged in by the hon. Member for Middleton and Prestwich?
§ Sir J. Barlow
I suggest that, in a matter of this kind, it is of great importance to get quotations, figures and facts absolutely accurate. I have frequently seen it done before in the House for that reason—for hon. Members to quote notes quite copiously for accuracy's sake in an important debate of this kind.
It will be remembered that before I was interrupted I was suggesting that a valuer should be appointed to value these shares. Subsequently, a liquidator would be appointed, and the whole company would then be wound up properly in accordance with company law.
The Clauses dealing with the Ardwick Cemetery may be considered a small part 482 of the Bill, but some of us attach great importance to the view that Manchester should not be allowed to ignore the law and do what a private individual is not allowed to do. Many of us have known prosecutions for exactly similar things. It is true that, in this case, the people involved do not get great personal gain out of it. At the same time, it is up to a great Corporation of this kind to set an example, and to comply with the law. Here I think that the Corporation has been just too slick.
It is true that the Council, as reported in the Press, called for, and passed, a vote of confidence in the Town Clerk, but that, Mr. Speaker, is beside the point. By implication, those members were trying to cover themselves. I must say that if the Town Clerk is not responsible—I imagine that he is, but if he is not—the only other person whom I think could be held to be responsible would be the Lord Mayor in office during the year—
§ Sir J. Barlow
This slipshod manner of handling the business is further illustrated by the placing of a memorandum in the Corporation's defence in the Vote Office last week in an irregular way—
§ Mr. W. Griffiths (Manchester, Exchange)
On a point of order, Mr. Speaker. I really do object to using the device of a point of order to interrupt an hon. Member's speech, and I rarely do so, but I should like to put this to you. The hon. Member for Middleton and Prestwich (Sir J. Barlow) has said that his object in using rather extensive notes in addressing the House is to stick closely to facts and figures. It will be clear to you, I am sure, as it is to most hon. Members, that this speech contains a number of calculated smears. I do not think that the hon. Member should be allowed to read contributions of that kind.
§ Mr. Speaker
When I observed him last, the hon. Member was not reading. However, as to the incident about the publication, I gave a great deal of attention to it, and came to the conclusion that although there had been a technical error on the part of the agent in not affixing his name to it, there was 483 no real blame attaching to anybody. I think that the House accepted my view on that occasion, and I therefore do not think that that is an argument relevant to the matter in hand.
§ Sir J. Barlow
I certainly did not wish in any way to question your authority, Sir. What I meant to do was to draw attention to the fact that Manchester Corporation is not as careful as it should be. I have here a quotation—I will not read it—giving your concluding words on Monday, Mr. Speaker, when you drew attention to the fact that there had been an irregularity, I think, to Clause 18, but that in the circumstances it had done no harm at all. We appreciate and accept that, and I thank you for your Ruling, Sir. I was not questioning it. I was merely wishing to point out that Manchester Corporation, in several cases, is not nearly as careful about doing things as it should be.
I should like further to illustrate Manchester Corporation's method of doing things by giving another example—it will be quite a short one—of something which occurred in my own constituency. I feel sure that some hon. Members opposite who represent Manchester constituencies will remember that the Waterworks Committee bought about 561 acres of land near Middleton about 1921. It was found subsequently that this land was not required for a waterworks; it was used for building, and what is now known as the Langley Estate was developed.
§ Mr. Speaker
Order. The hon. Member is now straying from the point at issue. He is asking the House to recommit this Bill to the same Committee in respect of certain Amendments of which he has given notice. I do not see how a transaction which has nothing to do with the cemetery can strengthen his argument or affect it in any way. The hon. Member must confine himself to his own Amendment. After all, he drafted it; I did not
§ Sir J. Barlow
I am sorry if I have gone too wide, Mr. Speaker. I was merely going to point out that they bought this land for £46 an acre and tried to sell it back to Middleton Corporation for £550 an acre.
Leaving that on one side, I will proceed and call attention to the excellent leading article in The Times of 5th July, when I 484 think it put the whole case of the Ardwick Cemetery in a very fair way. It described the episode as a storm in a teacup, but I would add that Manchester is a rather big teacup. It summarises the situation by saying:It seems clear enough that, in anything to do with share-transactions, a local authority is in exactly the same position as a private person. If it wants to make an offer for shares, whether to promote land development or for any other purpose, it must comply with the Prevention of Fraud Act. The most natural way would be to channel the offer through an exempted dealer … or a licensed dealer.The leader concludes by saying that it might be a very good thing to consider the Amendment which I am now moving.
In conclusion, I would emphasise that I have no criticism at all of the acquisition of the cemetery as such.
§ Sir J. Barlow
I object to the way in which the Corporation tried in an illegal manner to achieve this, and I base the whole of my argument on that fact.
§ 7.35 p.m.
§ Lieut.-Colonel W. H. Bromley-Davenport (Knutsford)
I beg to second the Amendment.
Despite the maniacal laughter and the pointless interruptions throughout his speech, the Amendment was most eloquently moved by my hon. Friend the Member for Middleton and Prestwich (Sir J. Barlow). Hon. Members opposite can bellow at me till the cows come home. What I intend to say will be heard and it will go down in HANSARD, and if hon. Members do not like it they can lump it.
I hope the House will allow me to start my speech on a personal note. As a Cheshire Member for the past ten years, I have been fighting to stop Manchester acquiring thousands of our finest agriculture acres—not entirely without success. But after my activity in connection with this Bill, I fear that it is thought in certain quarters that I am an enemy of Manchester. Nothing could be further from the truth and I hope hon. Members opposite, however much they may disagree with what I say, will accept my word for that.
I have lived close to Manchester all my life, and my imagination and love for it 485 were stirred as long ago as I can remember by my father who would remind me as we approached its chimneys from the green fields oaf Cheshire that, "Here is where the wealth of England lies." Since then I have looked with pride upon Manchester's mighty industrial achievements and its great tradition for staunchness and integrity, and it is only because I am jealous of Manchester's proud reputation that I shall speak as I shall this evening believing, as a friend and a protagonist of that great city, that in this instance Manchester has not been worthy of herself.
I am delighted that the Attorney-General has stated, in connection with the letter to the Ardwick Cemetery holders, that there are no grounds for prosecuting for an offence under Section 12 of the Act. Nevertheless, it was contrary to Section 13 of the Act to write direct to the shareholders; and, however much hon. Members opposite may dislike it and say that it is a slur, my best legal advice—and it is pretty high legal advice—says that it was a criminal offence.
§ Mr. Lever
Mr. Speaker, on a point of order. May I have your Ruling whether an hon. Member of this House is entitled to make allegations of a criminal offence against another Member who has no opportunity of protecting himself? Would the hon. and gallant Member for Knutsford (Lieut.-Colonel Bromley-Davenport) make such a statement outside this House?
§ Mr. Speaker
That is not a point of order for me. I would check any hon. Member who made a statement about another hon. Member of this House which was not in order, but the hon. and gallant Member is quite in order in what he is saying now. The only thing which was really quite out of order was the remark that he made when he said, "I will see you outside." I have no intention of seeing the hon. and gallant Member outside.
§ Lieut.-Colonel Bromley-Davenport
I am the last person to seek the protection of the Privilege of this House. If I am wrong, and if any hon. Gentleman can produce legal evidence of the highest 486 quality to show that I am wrong, I shall at once withdraw. I am pleased that my right hon. and learned Friend has decided that the public interest does not require him to prosecute in this case.
As regards the Manchester periodical or magazine which has been made available to all Members through the Vote Office, at great cost to the Manchester ratepayers—I shudder to think how much it cost—
§ Lieut.-Colonel Bromley-Davenport
—the first paragraph of the introduction states, inter alia:The City Council submit this statement to satisfy the House and all who have read the Report that the City Council and the Town Clerk have acted with complete propriety.This was issued to all hon. Members immediately after the Attorney-General's reply, to a written Question by my hon. Friend the Member for Manchester, Wythenshawe (Mrs. Hill), that an offence had been committed under Section 13 of the Act, a certain kind of offence. [An HON. MEMBER: "A criminal offence."] I will not remark on that. I wish merely to say that, as far as I am concerned, I do not think that this magazine—
§ Mr. Eric Johnson (Manchester, Blackley)
My hon. and gallant Friend says that my right hon. and learned Friend has said that an offence had been committed under the Act. As I read what my right hon. and learned Friend said, it was that—it would, therefore, appear that there was an infringement of this Section".—[OFFICIAL REPORT, 1st July, 1958; Vol. 590, c. 78.]
§ Lieut.-Colonel Bromley-Davenport
For myself, I consider that that is as good as saying that an offence has been committed. I do not understand why my hon. Friend should make an intervention of that nature.
§ Mr. Maurice Orbach (Willesden, East)
The hon. and gallant Gentleman had better take his hon. Friend outside, too.
§ Lieut.-Colonel Bromley-Davenport
I am no lawyer and I have little experience of such matters. I want to contribute to this debate by submitting what may well be the point of view of the ordinary citizen. If anything I say is wrong, no 487 doubt I shall be corrected not only while I am speaking but afterwards also. What are the facts? They can be simply and plainly stated. The Manchester Corporation decided to take over the Ardwick Cemetery. Quite properly, it first approached the director and made an offer. The director, quite naturally, and, again, perfectly properly, felt that he could get a better bargain than the Corporation proposed, and refused the offer.
This happens, I understand, quite often to experts in take-over bids like Mr. Charles Clore, but what does not happen then is that Mr. Clore says, "You have refused my offer of 6d. a share, or whatever it may be. Very well; I will go to Parliament and promote a Bill which will make you accept it". But this is what the Corporation did.
The Corporation put provisions in its Bill for the take-over of the company at an arbitrary figure, without consulting either the shareholders or anybody except officials of its own City Treasurer's Office and an unnamed stockbroker who said that he thought the shares were probably unmarketable. But when a company incorporated under the Companies Act is to be wound up, as the Bill says it must be, no question of marketing the shares should arise. The Companies Act recognises that any value placed on shares in these circumstances might well mean that the shareholders would be unfairly treated. That is the purpose of the Act. That is why Parliament passed the law and that is why the Act provides for quite a different form of winding up, namely, that, after liabilities have been met, the net assets are divided among the shareholders. To start talking about the market value of shares in a company to be compulsorily taken over has an ominous ring about it. It repeats, on a small scale, the worst features of nationalisation without reference to fair value, arbitration, and so forth.
We are told in the Manchester magazine that the figure offered for the shares was a generous one and that everybody was happy about it. Of course, no shareholder wrote to the Corporation after the Committee's report. The shareholders saw that Parliament was determined to see that they had a fair deal, 488 so what earthly point was there in writing to Manchester? Anyway, that is not the point. If one wants to take over a company, it should be done in the proper, recognised way, and any other method is open to grave abuse.
I shall not argue whether or not the price offered by the Manchester Corporation was generous or ungenerous, fair or unfair. I ask hon. Members to imagine themselves as shareholders, considering for the moment that the offer they have had for their shares has been most ungenerous. What action can they take? What can they do about it? Imagine one's boiling indignation at the injustice of the offer because one is now being forced to sell at a low figure. How can one obtain justice? As I understand it, the answer is that one could petition against the Bill. This is an expensive and difficult proceeding far beyond the resources of shareholders. They might lose the case and finish with less than ever or even with a liability. If they won, their expenses might be so great that they would finish with less than the original offer.
How can anyone afford to fight a huge corporation with all its powers and limitless purse supplied by the Manchester ratepayers? The answer is, of course, that one takes anything one is offered and is thankful for it This is the reason for Section 13 of the Act.
I want now to examine the letter written by the Manchester Corporation to the Ardwick Cemetery shareholders. The first paragraph starts:If you have not visited this cemetery recently you may not be aware how neglected it has become. The entrance gates are broken, and the growth of weeds and shrubbery has made it almost impossible to reach some of the graves".
§ Lieut.-Colonel Bromley-Davenport
That is not the point. The right hon. Gentleman should know, moreover, that it is not customary in this House for a Front Bench Member to interrupt a back bencher.
If I were a small shareholder, I should feel, on reading that paragraph, that I was responsible for this bad order. Further, I would also realise that I could not afford to put it right. What will come next? I am beginning to feel a 489 little anxious. This is the next paragraph:It is difficult to see how the cemetery company with its limited resources can hope to make any substantial improvement in these conditions and there seems a real danger of the cemetery becoming a public scandal as has happened with one or two commercial cemeteries in other towns.
§ Lieut.-Colonel Bromley-Davenport
We are all agreed on that. What is the shareholders' reaction? [An HON. MEMBER: "Sell the stock in trade."] My reaction would be, "The Manchester Corporation are being quite nice about it. They point out that they cannot afford to spend the money. But here we go again—that nasty bit about scandals elsewhere. Perhaps they were made examples of elsewhere and had to spend a lot of money and lost all their shares. How can I get rid of this liability and sell my shares?"
Paragraph 3 reads:The company could not dispose of the cemetery for commercial purposes without obtaining an Act of Parliament and at very high cost, as this would involve not only the removal of the tombstones but also the exhumation of all the human remains.As a shareholder, I am getting more worried than ever. My reaction is, "Oh, dear, I cannot get rid of my shares without an Act of Parliament—and all that bit about tombstones and human remains! This is absolutely awful."
Now we get the paragraph where the soft soap comes into the matter:The City Council could usefully make use of the land for school playing fields or as an open space (which should avoid having to remove the human remains) and they will be prepared to do this notwithstanding the considerable cost involved in clearing away the weeds and removing the tombstones, if they are able to acquire the cemetery undertaking as a whole, which means acquiring all the shares.My reaction to that is that I heave a sigh of relief. At last I have a willing buyer and I am a willing seller. My next reaction is, "What will I get?"
§ Lieut.-Colonel Bromley-Davenport
Will the hon. Gentleman stop that quacking? Therefore, I heave a sigh of relief. I have a willing buyer and I am a willing 490 seller. I want to get as much for it as I can.
Paragraph 5 submits the offer, and I will not go into the offer in detail except to say that it carefully omits to say what are the profitable assets in the shape of investments and rent. That is a nasty one. Hon. Members opposite will have to spend quite some time in answering that one.
Paragraph 6 ends the letter. This is what it says:You will understand that if this opportunity is allowed to pass it is doubtful whether such a favourable offer would be forthcoming in the future, quite apart from the fact that the company may in the meantime be forced by public opinion to use more of their income and investments on caring for the cemetery than they have done in the past.It goes on:It would be most helpful if you would let me have your decision as soon as possible.My reaction to that final paragraph is this: "If I do not accept the offer, they will withdraw it. In addition, I shall probably be forced to put the cemetery in good order. I may be ruined". But the Board of Trade representative reported to the Committee that it was not at all certain that this threat could have been enforced. If the company wound up, it would be open for the liquidator to apply to the courts for leave to disclaim this liability, as was done in Nottingham. As a shareholder, I consider that I am for the high jump. An eminent lawyer told me when he read that letter that he would have got rid of the shares as quickly as he possibly could on receipt of it.
But suppose the shareholder, as is said in the North, "turns a bit awkward", and he decides, "I do not think I will sell these shares after all". He knows that he is faced with another and even greater danger. Manchester may decide to acquire the property by compulsory purchase order. [An HON. MEMBER: "Why not?"] As my speech blossoms like some flower opening in the sun, the hon. Member will hear the reason. If he fights for justice once the compulsory purchase order machinery gets into motion he realises that the expense of an inquiry might be even greater. Solicitors and lawyers have to be paid; expenses will be incurred in the attendance of witnesses, and so on; and even if he wins, 491 the expenses as a result of that inquiry may be so great that again he will end up with a loss.
But suppose he wins the inquiry. He is not over the last jump yet, because Manchester might decide on some other excuse to hold another inquiry. This story bears very much on the minds of people who live in the North. A second inquiry actually took place at Lymm in the constituency of my right hon. Friend the Member for Runcorn (Mr. Vosper). Here Manchester wishes to acquire an area to build a new town. The second inquiry has just been completed, and the result of it has proved the most terrible expense to the county council and to the National Farmers' Union.
§ Lieut.-Colonel Bromley-Davenport
We know that the hon. Member is extremely sensitive on this point. I submit that it is in order.
§ Mr. Lever rose—
§ Mr. Lever
On a point of order, Mr. Deputy-Speaker. Mr. Speaker has already ruled earlier that anything outside the terms of the Ardwick Cemetery are absolutely unrelated to the matters of debate and must not be introduced. The hon. Member is going outside the realms of the Ardwick Cemetery, for what reason I do not know, but he seems clearly out of order. I think that the learned Clerks at the Table—
§ Mr. Dudley Williams
Further to that point of order. Having regard to the point made by Mr. Speaker when he was in your place, Mr. Deputy-Speaker, I should like to submit that my hon. and gallant Friend is justified in his reference.
§ Mr. Lever rose—492
§ Mr. Williams
I am speaking further to the point of order by the hon. Member for Manchester, Ardwick (Mr. L. M. Lever). I venture to suggest to you, Mr. Deputy-Speaker, that my hon. and gallant Friend is fully justified in referring to these other activities in Manchester.
§ Mr. Williams
I am on a point of order. My hon. and gallant Friend, in his very able manner, said that if the shareholders were not to accept this offer, they might suffer in the same way as other people suffered from the City of Manchester.
§ Mr. Deputy-Speaker
Order. The hon. Member does not now seem to be making a point of order. I understand that Mr. Speaker called this Amendment, which deals largely with the cemetery, which, I understand, is the main point of the discussion. That does not mean that the discussion is entirely limited to the cemetery, because the Question is, "That the Bill be now considered."
§ Lieut.-Colonel Bromley-Davenport
Further to that point of order. I am giving this illustration, Mr. Deputy-Speaker, to show how it bears on the mind of one of the shareholders who received that letter. It is extremely relevant.
§ Mr. E. Fernyhough (Jarrow)
The hon. Member for Middleton and Prestwich (Sir J. Barlow) referred in his speech to the purchase of land by the Manchester Corporation from Rochdale [HON. MEMBERS: "Middleton."] I am sorry, Middleton. Mr. Speaker said that matters of that kind were outside the scope of the discussion.
§ Mr. Deputy-Speaker
Mr. Speaker ruled that out—I was not present at the time, as the hon. Member knows—because it was not in the Bill. We cannot discuss what is not in the Bill.
§ Lieut.-Colonel Bromley-Davenport
Hon. Members are extremely sensitive on this point because they are not going to like it. The second inquiry into the acquisition of land in the constituency of my right hon. Friend the Member for Runcorn has just been completed. The share- 493 holder may live in Runcorn or in Lymm or Mobberley, or in the Knutsford constituency, if he is lucky. The point is that the shareholder knows what happened at this second inquiry. It has proved a tremendous expense to the county council, to the National Farmers' Union and to the owners of land. They have been put to double the expense in order to fight for their rights. The shareholder may be a member of the National Farmers' Union. The head of the National Farmers' Union came to tell me, on this very case in the area of my right hon. Friend the Member for Runcorn, that these rich corporations have only to go on long enough and they will win all their cases by default because the other party cannot afford to go on.
I very much regret the publication of the Manchester magazine, because I consider that it has made Manchester's case even worse. Manchester flatly refuted the decision of my right hon. and learned Friend the Attorney-General and then sought to divert attention by publishing a lot of irrelevant matter, such as photographs of the cemetery, and arguing whether or not a fair price was paid for the cemetery. That was done after the Board of Trade had made its correction. It was done after the Select Committee, consisting of all parties in the House of Commons, considered that Manchester had been guilty of offence. So strong was the evidence that my right hon. and learned Friend the Attorney-General had to put in the fraud squad.
Instead of this arrogant attitude, how different it would have been if only Manchester had said, "We are sorry we acted as we did. We thought we were acting in the best interests of everybody, including the shareholders. As a Corporation, however, we realise that in such matters our procedure must be scrupulously correct and our communications must observe the highest standard of clarity and integrity. We apologise and we are only too anxious to put matters right in any way we can. We are truly sorry." That is the language of humility. [Laughter.] However much hon. Members may laugh, that is the language that the Manchester Corporation of an earlier generation might have used and it is still not too late for it to be used now. The bigger somebody is and the more powerful he is, the more everyone admires him 494 if he honestly and sincerely says that he is sorry.
The last thing I want to do is to block the Bill. It would put both the Manchester ratepayers and the Cheshire County Council to even greater expense, to say nothing of inconveniencing some of my constituents. All I ask is that the wrong which has been done should be put right and in that spirit I have already withdrawn my Motion that the Bill be considered upon this day three months. I hope that my hon. Friends will agree, and that they will support the Amendment of my hon. Friend the Member for Middleton and Prestwich.
§ 8.7 p.m.
§ Mr. Harold Lever (Manchester, Cheetham)
It must be at least deeply reassuring to the House that when we have heard the last Division bell and have gone to our "Long" home, our purged remains will be protected by the vigilance of the hon. Member for Middleton and Prestwich (Sir J. Barlow) and that he will scrupulously insist that before anything be done with those remains the Companies Act, the Prevention of Fraud (Investment) Act and all other statutory laws and enactments that may be relevant should be strictly complied with. It is also something of a comfort to know that the House of Commons of the day will be addressed by the hon. and gallant Member for Knutsford (Lt.-Colonel Bromley-Davenport) in a speech the purport of which, I gather, is likely to be the subject of humility.
However, the point which has been raised is a point of substance and I want each of the two hon. Members who have spoken to believe me when I say two things. First, contrary to the views held by some on these benches, I readily accept that they spoke with real sincerity and from a sense of anxiety lest any injustice be done to anyone or any impropriety on the part of the Manchester Corporation be condoned simply because it is the Manchester Corporation with its wealth, standing and great reputation. I ask the two hon. Members to believe that though I have the honour of being one of the Members for one of the Manchester constituencies, for my part, whatever I say is said to the House with utter sincerity and is not special pleading made 495 on behalf of my native city or on behalf of my constituents.
The first point which must be cleared up is the question of the circular by the Manchester Corporation offering to buy the shares in this funeral company. It makes, I would almost say, a refreshing change for a take-over bidder to extend his activities to the lesser-known field of the cemetery company. It is an interesting precedent and it is perfectly right that we should scrutinise all the incidents of it with great care.
There is an Act in being called the Prevention of Fraud (Investments) Act, 1939, which deals with the issue of circulars offering to buy shares in companies, public or private. Certain exempted classes of persons—stockbrokers, share dealers and the like—can send out circulars to shareholders making an offer for their shares. The reason for that was that before the war, many fly-by-night traders and individuals and crooks used to send out circulars for shares, get share certificates, promise money and not pay The Prevention of Fraud (Investments) Act was passed requiring that only certain people should send out these circulars. That is the Section the infringement of which has been mentioned by the Attorney-General.
Of course, had the Manchester Corporation desired, it could have sent out the identical circular to any of these shareholders unaltered in its wording and nobody could have made mention of the Prevention of Fraud (Investments) Act. It really must be made plain. The hon. Member is perfectly entitled to do so, and I do not complain when he talks about a criminal offence any more than one of his hon. Friends can complain when I suggest that if he left his car in the wrong place he would be committing a criminal offence; but I wish to urge upon him that the substance of complaint, even if it be true, against the Town Clerk in sending out his circular is far more technical, far less grave and of far less legal concern than a parking offence. [An HON. MEMBER: "No."] The hon. Member, I know, wants to be fair. This affects other reputations outside this House and if he reads the Attorney-General's Answer with care he will see. I will read it to the House, because there should be no argument about it, as it is a point of 496 some gravity and no one should be misled about it.Section 13 of the Act prohibits subject to the exceptions specified in subsections (2) and (3) of the Section, the distribution of a circular inviting persons to sell securities. Neither subsection (2) nor subsection (3) seems to me to apply to this case.…That means that the Corporation were not exempted persons because they were not stockbrokers or licensed dealers and they had not deposited £500 with the Board of Trade to show that they were people of substanceand it would therefore appear that there was an infringement of this Section."—[OFFICIAL REPORT, 1st July, 1958; Vol. 590, c. 78.]That is the only infringement that was alleged. The other Section dealing with the prevention of fraud and the protection of shareholders is an important one. No one is allowed to send out to shareholders, even authorised persons, any circular which is unfair or misleading whether by positive statement or even by omission.
When the vigilant Attorney-General very properly went into this question with the Director of Public Prosecutions, he investigated with great thoroughness, as he was bound to do and with all the apparatus, machinery and resources of the law, all that had been done and he came to this conclusion. He said it in unmistakeable language. A full inquiry has been made by the police in order to ascertain whether there is evidence of an offence under the Prevention of Fraud (Investments) Act.
The result of this inquiry showed that there was no ground for concluding that the letter contained any false, misleading or deceptive statement or that there was any dishonest concealment of material facts.
The Attorney-General has expressly said, having conducted a full police investigation, that this circular sent out was absolutely without blemish either in its affirmative statements or in any question of distortion and even was free from any complaint that there was a suppression of any material facts.
§ Mr. Dudley Williams
I wish to draw the hon. Gentleman's attention to the Report from the Committee on the Manchester Corporation Bill. In the penultimate paragraph, he will see that the Town Clerk admitted in evidence that in 497 seeking to buy shares on behalf of the Corporation he had not disclosed that the break-up value of the shares was in excess of the £1 per share offered.
§ Mr. Lever
I do not want to have to read to the House long tracts in detail. I know that the hon. Member wants to be fair on this matter, particularly as it affects the reputation of a great city and its leading citizens. The Attorney-General had a police investigation which was not available to the Committee. He got together considerable evidence, took professional advice, and came to the absolutely decided conclusion that no complaint could be made about the substance of the circular either in its affirmative character or that there was a suppression of material facts.
§ Mr. John Hobson (Warwick and Leamington)
This is an important matter. I think it is the main point of the argument. It is consistent with the view that there was a perfectly innocent suppression or concealment of an important fact, because all that the Attorney-General says is that there was no dishonest concealment and under the Prevention of Fraud (Investments) Act dishonesty is an essential element. Nevertheless, it does leave open the conclusion that the Town Clerk, perfectly innocently, and believing that the shares were valueless, did omit to state to the shareholders facts that might have been material for their consideration.
§ Mr. Lever
The Attorney-General said that there was nothing in that circular which could be construed as a dishonest concealment and any attempt to construe the circular—and any hon. Member on either side of the House is perfectly within his rights to attempt to do so—in a way which implies some form of impropriety or dishonesty in its wording is in flat contradiction with the careful conclusion of the Attorney-General based upon the full information which was not available to the Committee, to the Board of Trade, or to any hon. Member of this House.
I do not think that there is any responsible Member of this House who would, or will, attempt to construe this circular in any way which is in conflict with the Attorney-General's decision.
While I do not and cannot object to hon. Members saying that this might have 498 been in the circular or that might have been in the circular, I am sure that the hon. and gallant Member for Knutsford, who is a sportsman and whom I know would not want any low hitting, will not want anything he has said to be taken as being in contravention of the Attorney-General's findings. Whatever criticism he has about the circular, he has not suggested any impropriety in its wording which implies any intention on the part of the Corporation or the Town Clerk to be unfair or dishonest to the shareholders.
Do not let us make too heavy weather about the fact that the Corporation did not send out the circular through stockbrokers. I do not think that it becomes any more impressive or that the shareholders would be in any way more protected. The only reason for the circular being sent to stockbrokers is that the stockbroker, if he makes any offer, will be there to pay for the offer if it is accepted. It is not suggested that the Corporation could not find the £2,000-odd required if they made an offer.
§ Sir J. Barlow
Has the hon. Gentleman read the Report of the Select Committee which says that it is clear to the Committee that the Corporation obtained the shares by giving a one-sided view which failed to disclose the true position of the company on break-up? That is most important.
§ Mr. Lever
On that point it is a little difficult to reconcile such a view with the view based upon the full knowledge which became available to the Attorney-General. If in fact the Corporation sent out a circular, acting with full professional advice, the Attorney-General would make no special allowance for it. If they really sent out a one-sided circular it is a little difficult to see how the Attorney-General came to the conclusion that there was no dishonesty involved. [HON. MEMBERS: "No."] It was not as if it were some financial innocent like the hon. Member for Knutsford or the hon. Member for Middleton and Prestwich. It was a very experienced Corporation which sent out the circular armed with every kind of accountancy, and legal advice. I am sure that the Attorney-General would have made allowance for that if the Corporation had sent out anything that was hopelessly one-sided. Quite certainly the Attorney-General would have been forced to the conclusion that, if there had been 499 a misleading of the shareholders, that was dishonest in the sense that it was calculated to make them sell their shares too cheaply.
§ Mr. Lever
I am trying to be as sincere and as fair as I can. If the Corporation, with all professional advice, had sent out a circular which was one-sided and calculated to make the shareholders part with their shares more cheaply than they would have done if they had received a circular setting out the full facts, then the Corporation would have been guilty of an offence under the Prevention of Fraud (Investments) Act.
§ Mr. Lever
I give way because I believe that no one would intervene on such a grave matter except to express very sincere anxiety about the facts of this situation.
It is not really arguable that the Corporation of Manchester, with its Town Clerk, surveyors and financial advisers could have sent out a one-sided circular, calculated to get the shares cheaply, and not have been dishonest if they suppressed material facts. I hope I have it clear that it is dishonesty within the meaning of the Prevention of Fraud (Investments) Act if the Town Clerk sent out a circular which was one-sided and which would have been known to him to be one-sided.
But the Committee was not in possession of all the facts, as was the Attorney-General. The Attorney-General was armed with the whole apparatus of the Fraud Squad. He was able to ask every shareholder. It must be borne in mind that no charitable allowance would have been made to a Corporation which, according to the Attorney-General, was already in technical infringement, if the Corporation had suppressed material facts which ought to have been drawn to the attention of the shareholders. The hon. Member for Shipley (Mr. Hirst) will be extremely unfair if he holds that view contrary to the only responsible opinion.
§ Mr. Lever
In so far as the Report conflicts with the Attorney-General's findings, and, let it be remembered, with the findings of the Director of Public Prosecutions and the whole apparatus of police investigation in these matters, one must, of course, reject the Report. One is bound to do so if one is honest and sincere.
As to the realities of the situation, on the question of shares it has been suggested that the Corporation has been unfair in seeking to avoid the ordinary effect of the Companies Act in the winding up of the company and in the distribution of its assets. While I am prepared to the end to believe in the sincerity of the intention of hon. Members to do justice both to the Manchester Corporation and to its leading public servant, there is a point at which credulity may be strained by the action of hon. Members themselves.
The Corporation is charged with the offence or unfairness of seeking to avoid the effect of the Companies Act, which says that, when one winds up a company, the assets, after all its liabilities have been paid off, go to the shareholders. There is nothing wrong in that. It is done every day and it is perfectly reasonable that it should be done.
The situation often arises in normal financial transactions that a company finds that it must go into liquidation because business has ceased, and it then finds that some other person would like to buy the company. Instead of the shareholders being compelled, against their wishes, to have liquidation and a winding-up and all the expenses of that, to the benefit of the legal and accountancy professions and not to theirs, a bid is accepted from an outside person who wants to buy the assets. The directors, in advising acceptance of such a bid, point out that the shareholders are getting rather more than they would otherwise receive because the expense of liquidation has been saved.
The Corporation had no point in putting this company into liquidation. Except on the basis that the Bill would be passed, it was impossible to calculate what the assets of the company would be. The best advice that the Corporation 501 could obtain and could give, as set out in the circular, was that the shareholders would do much worse in a liquidation, after they had been to the expense of liquidation and the colossal expense of attempting to disclaim the liabilities of the company by an appeal to the courts. The company was in a singular difficulty, because it might have gone to the expense in the courts and, in the end, might have been turned down by the courts, after all the assets had been dispersed in a fruitless attempt to get a favourable decision from the courts.
The Corporation bore that in mind. The Manchester City Council and all the parties represented thereon, and all the professional advisers of the Corporation, are not really hell-bent to cheat the shareholders of the cemetery out of a trifling sum. This is not a large-scale take-over. The difference between £1 and £2 a share, except as a difference of principle, is a matter of £1,000 or £2,000. Manchester Corporation is not anxious to cheat the shareholders. It proclaimed, when it passed its resolution, that it wanted to be not merely fair but generous to the shareholders in its offer.
There is no reason to doubt the Corporation's sincerity. This is not a political matter. People of all parties on the Manchester City Council, having investigated with considerable anxiety all these transactions, are abundantly satisfied that the Manchester Corporation and its public officials, and particularly the Town Clerk, have behaved with perfect fairness and decency.
I ask hon. Members who profess admiration for the city of my birth to bear in mind the fact that every single member of the City Council and its officials anted in this belief. We all like to ride our hobby horses. I like to ride mine and I suspect that the hon. Member for Middleton and Prestwich and the hon. and gallant Member for Knutsford are riding theirs, but I know that behind their remarks lies a very real sincerity and deep anxiety for people who might be unfairly treated.
But I know that they would want to put the matter in the proper proportion and, in those circumstances, they cannot maintain that all the officials of the Corporation would act in such a way. It might happen in the case of one eccentric official, who wanted to cut the cost by 502 £500 and achieve a petty victory at the expense of a shareholder, but it is not conceivable that he would be backed through thick and thin by every Member of Parliament representing the City of Manchester, by every city councillor, and every one of his colleagues in the professional representation of the City of Manchester. I would ask the House to bear that fact in mind.
Have the shareholders been fairly treated? I will put the other side of the point. Manchester Corporation honestly thought that the shareholders were being generously treated. Practically every shareholder has accepted the offer. Some of them had legal advice before accepting; some had the advice of stockbrokers, and some had the advice of accountants, and except for a few almost untraceable shares all the shareholders have accepted the offer. Over 90 per cent. of the shares have been accepted.
Hon. Members object, sometimes with a certain amount of reason, to the way in which we discuss company business and affairs in this House. Hon. Members rise from the back benches, never having seen the inside of the industry concerned, and hold forth freely and recklessly, much to the indignation of the men in the industry who sit seething in the public gallery while the affairs of their industry are being discussed. Two directors of this company are chartered accountants; both have accepted the offer. They do not need professional advice, because they are accountants. Not only did they advise the other shareholders to accept; they have accepted themselves—a token of sincerity which is not always in evidence in the case of some of the take-over bids in which the Manchester Corporation is not a buyer. Some of the shares have been bought upon the advice of surveyors and valuers, because property assets are concerned. Every kind of advice—from bankers, stockbrokers, solicitors and accountants—has been brought into the matter.
It is quite true that in some cases there are voiceless small shareholders, who cannot go to the trouble or expense of making themselves heard in complaint, but in this case the Attorney-General and the Fraud Squad set out to find complaints. There has not been a complaint by a single shareholder—not one. The shareholders have not complained, and the directors have not complained. It it a little hard 503 for hon. Members opposite to soapbox on their behalf. The shareholders are calm, well-satisfied and well-informed. It is not the quiet of the grave that has descended upon the remunerated shareholders, but rather the satisfaction of those who have done a transaction with a local authority which has proved generally more favourable to them than would have been the case than if they had dealt with a finance house.
I have no hesitation in assuring the House about this matter. It would be idle for me to go into the details of the balance sheet, but I can tell the House that, having scrutinised it very carefully, I have not the least doubt that the offer made was fair to the point of generosity. It was as generous as the Manchester Corporation could justly make it, having regard to its duty to the citizens of Manchester.
It is easy to be generous with public money, and it would have been easy for the Town Clerk to have saved himself much embarrassment by slipping into the Treasurer's office and saying, "We will offer another £2,000; it is not our money." But they could not in conscience pay £2 a share. In offering £1 they were stretching themselves to the very limit of permissible generosity, having regard to the fact that they were not paying from their own pockets but from public funds.
§ Lieut. -Colonel Bromley-Davenport
Is the hon. Member aware that we are not arguing whether or not the price was a fair one? That is quite immaterial to us. We are saying that the letter should never have been sent, and was contrary to Section 13 of the Act.
§ Mr. Lever
On the findings of the Attorney-General, without any complaint or reference to the Prevention of Fraud (Investments) Act, the Corporation could have sent the identical letter through a second-rate stockdealer who had paid a few hundred pounds to the Board of Trade to get a licence to do it. The wording could have been exactly the same, word for word, and no sort of offence would have been committed.
I would make an earnest personal appeal to hon. Members opposite. The Bill is a valuable one, and is so regarded by all hon. Members, and by Manchester. There is the further point that any mistake is the mistake of the Town 504 Clerk, who sent out this circular without the consent or formality which is required of the law. That mistake has been paid for over and over again by that official, in terms of the anxiety involved and the grotesque exaggeration of the situation which has occurred.
The Town Clerk of Manchester is an official who enjoys the confidence and, indeed, the affection of every hon. Member of this House who has had occasion to meet him and knows of his work for the City. We have known of trouble because local authority town clerks and senior public officials have had difficulties and personal arguments with different members of their councils. But the Town Clerk of Manchester is virtually unique in enjoying the authoritative confidence of every member of the City Council and I know that no one in this House, in the limited time and circumstances available for Private Members' Bill procedure, would want to do anything to undermine the situation and cause more hardship and grief to an official who has done nothing but deserve praise and good will from the public authority he serves, and from the House of Commons which, of course, is responsible for the actions of people throughout the country.
I beg hon. Members who have spoken to be fair about this and to have a sense of proportion about it. They have done their duty. They have raised the requirements for the protection of shareholders, and I beg them now to consider the effect on the Bill, and the consequences of the misinterpretation of any further opposition in the minds of the public in the form of a slur on the Town Clerk of Manchester who, in his wartime and peacetime service has done nothing to deserve any such slur.
§ 8.36 p.m.
§ The Parliamentary Secretary to the Board of Trade (Mr. F. J. Erroll)
I feel that it may help hon. Members if I intervene at this early stage. I do so reluctantly, because I know that there are a number of hon. Members who wish to speak, but I think that it may help them if I indicate how the Board of Trade came into this matter, and, in so doing, I may be able to assist hon. Members in arriving at a decision.
That Board of Trade intervened originally in this matter because it has certain 505 duties under the Companies Act. Shareholders acquire shares in a company and creditors have dealings with it on the basis of the rights and liabilities contained in the Companies Act. The Board of Trade must safeguard the principle that in the winding up of a company, shareholders and creditors should not be deprived of the protection afforded by the Companies Act. While in this particular case creditors seemed to be looked after, that did not appear prima facie to be the case as regards the shareholders.
I should perhaps explain at the outset, since the matter has been referred to, that the Ardwick Cemetery Company was not a statutory company, that is to say, one established by a special Act of Parliament. A statutory company is governed by the provisions of the relevant Act. Thus, if I may give the House an example, the Winchester Cemetery Company was a statutory company established under a private Act of 1840, which contained in effect a complete code for the running of the company's affairs. It was dissolved and the Act repealed by the Winchester Corporation Act, 1952. As the Manchester Corporation says, the Board of Trade did not comment in this case. It did not do so because it had no standing in the matter. The Ardwick Cemetery Company, however, was an ordinary limited company and subject therefore, to the provisions of the Companies Act.
It may help hon. Members if I mention that the provisions of the Manchester Corporation Bill came to the notice of the Board of Trade in accordance with the arrangements under which Private Bills are, under a Standing Order, deposited with Government Departments. This Bill proposed that the undertaking of the company, including its assets and liabilities, should be transferred to the Corporation; that the shareholders should have a right to receive £1 in respect of each share, and that the company should be wound up under a procedure laid down. There was no question of any agreement as to price or of any freedom of choice by the shareholders. It was a case of compulsory transfer, at a price which had not been agreed, and the extinguishing of the shares.
§ Mr. Erroll
I am glad to observe the hon. Member for Cheetham (Mr. H. Lever) nodding his head, because I appre- 506 ciate his knowledge of these matters. The shareholders would get £1 per share if they asked for it.
The Board of Trade officials put these considerations to the Parliamentary Agent, suggesting that the Bill should be amended so that the price paid by the Corporation was a price agreed with the company or with all the shareholders and the company be wound up under the Companies Act, but this procedure was not found to be acceptable. The Board of Trade officials made it known that the Board of Trade would be putting in a report to the Select Committee. Therefore, this Board of Trade intervention did not come as a surprise.
In the Board of Trade report to the Select Committee the general point was made that a company incorporated under the Companies Act should be wound up in accordance with that Act. The report went on to show, by way of example, in what respects disregard of the proper procedure could prejudice the interests of the shareholders. It seemed clear that not every shareholder could be consulted. Not all their addresses were known. As another example, under the procedure envisaged, the company's file, which the Board of Trade has to keep available for public inspection, would contain nothing to show that the company had been wound up. Prima facie, it also seemed to the Board of Trade that, purely on the basis of the latest available balance sheet, the company had assets equivalent to more than £ 1 per share.
All these examples were an indication of what might be involved if the provisions of the Companies Act were disregarded. The Board of Trade officials who gave evidence before the Select Committee made it quite clear that their concern was with the procedure, and that they could not pronounce, nor was it their duty to do so, on the question of what was a fair price.
There was evidently much discussion before the Select Committee about the way in which the company had neglected its duties. Whatever one may think about the sad state into which the cemetery had been allowed to decline, that is not a matter for the Board of Trade. I want to make that absolutely clear. Our duty is to ensure that shareholders, whether or not the company has been well run, that is to say, provided that no offences 507 have been committed, receive on a winding up their due rights, whatever they may in the event amount to.
Here I must emphasise that the Board of Trade report was directed to the provisions of the Bill in the form in which it was brought to the notice of the Board of Trade. In actual fact the Manchester Corporation had, as it says in its own statement, gone ahead of the Bill. It had already become the holder of most of the shares as the result of the letter sent out by the Town Clerk on 2nd December, 1957, a letter which was unknown to the Board of Trade when it sent its report to the Select Committee. I emphasise this, because the Board of Trade comment on the break-up value on the evidence of the 1956 balance sheet was not made in relation to this letter, which, as I say, was unknown to the Board of Trade.
The statement by the Town Clerk that he had already approached shareholders naturally raised the question—and this was a new issue—whether there had been compliance with the provisions of Section 13 of the Prevention of Fraud (Investments) Act, 1939, which prescribes the channels through which invitations to deal may be sent to shareholders. When, in his replies to the Select Committee, the Town Clerk agreed that he had not mentioned the break-up value in his letter, the possibility arose further of a breach of Section 12 of the Act, which relates to invitations which are false or misleading or conceal material facts.
The Board of Trade has responsibilities under the Prevention of Fraud (Investments) Act as well as under the Companies Act and it seemed to us proper, inasmuch as the Board of Trade was already inevitably involved, that the question whether proceedings should be taken should be referred to the Director of Public Prosecutions. The House will be aware of the conclusions reached by the Director of Public Prosecutions, that the Town Clerk's letter seemed not to offend against Section 12 of the Act. It might help the House if I read the relevant two sentences, which are:The results of this inquiry show that there is no ground for concluding that the letter contained any false, misleading or deceptive statement or that there was any dishonest concealment of material fact. Consequently there are no grounds of prosecution for an offence against Section 12 of the Act.508 Nevertheless, as the statement went on to point out, there was an infringement of Section 13 of the Act, which relates to the channels through which invitations to sell securities may be circulated. If I may say so, I cannot think that the Manchester Corporation would still wish to maintain, as it still does in its statement, that the Town Clerk has acted throughout with complete propriety, since he would seem to be guilty of an infringement of Section 13 of the Prevention of Fraud (Investments) Act.
§ Mr. Erroll
The Manchester City Treasurer, in his report, comments with understanding on the attitude of the Board of Trade, but thinks that a settlement by agreement was unobjectionable and less expensive than recourse to the normal Companies Act procedure. On the first point we are at one with him. Had the Bill in fact proposed the transfer of the undertaking at a price agreed with the company, we would not have raised any objection.
The outcome of the Board of Trade report and of discussions which took place thereafter with the Town Clerk of Manchester has been satisfactory in that the Bill has now been amended. I think the actual revised wording needs to be improved, but the intention is that the undertaking shall be transferred at a price to be agreed and the company wound up in accordance with the Companies Act. With that the Board of Trade is content. Had, from the start, the proposal been for transfer at an agreed price, no difficulty would have arisen.
There is one other matter on which there is misunderstanding to which I should perhaps refer. I hope hon. Members will be patient with me. The Manchester Corporation thinks that there is an attitude of the Board of Trade which would encourage other cemetery companies to think that by neglecting the cemeteries and husbanding their resources they have merely to go into liquidation and the liquidator, by applying to the court, will be given leave to disclaim the derelict cemetery and to distribute the husbanded resources among the shareholders.
There is, of course, no such attitude on the part of the Board of Trade. 509 Neither we nor anybody else can say what view would in fact be taken by a court on a disclaimer of onerous property in any particular circumstances. None the less, the possibility of such a disclaimer being allowed always exists and it seems to me that it was a proper comment of the Board of Trade representative to mention the possibility in connection with the corporation's statement that the liability of the Ardwick Cemetery Company to put the cemetery in order far outweighed its assets. I cannot believe that such a statement of fact could create the misapprehension suggested by the Manchester Corporation.
This brings me to the Amendment in the name of my hon. Friend the Member for Middleton and Prestwich (Sir J. Barlow). As I have said, the Board of Trade is content with the Bill as amended, and it is not part of our responsibilities to go further in the interests of the shareholders, most of whom have in fact accepted the £1 offered. I do wonder, however, whether, in view of the conclusion of the Director of Public Prosecutions that the letter from the Town Clerk was not misleading, there is any virtue in pressing this Amendment. It seems to me that my hon. Friend may in these circumstances prefer to withdraw his Amendment.
My hon. Friend the Parliamentary Secretary to the Ministry of Housing and Local Government hopes to intervene very briefly later, but as he knew I would be on my feet before him, he has asked me to make one point which properly belongs to him. He tells me that there are a number of Clauses in the Bill which deal with matters of urgent public need and that it would be most injurious to the public interest if the Bill were lost as a result of carrying this Amendment. That is for the Ministry of Housing and Local Government to say. I hope that I have helped hon. Members in all parts of the House by explaining the work done behind the scenes by the Board of Trade, the attitude we took, and why we took it.
§ 8.50 p.m.
§ Mr. W. Griffiths (Manchester, Exchange)
I will not attempt to argue the details of the Companies Acts, or the Prevention of Fraud (Investment) Act with the Parliamentary Secretary to the Board of Trade, because I am certainly not an expert on that subject. However, 510 I think that my hon. Friend the Member for Cheetham (Mr. H. Lever) made a devastating and almost anticipatory reply to the hon. Gentleman on certain points. However, I was delighted to hear the hon. Gentleman say that the Board of Trade would not wish anyone to read into the evidence that was put before the Select Committee by the Board of Trade representative an indication that the Board of Trade would consent to cemetery companies placed in a position similar to that of Ardwick Cemetery Limited disclaiming their liabilities. A reasonable man reading that evidence might very well come to that conclusion.
My hon. Friend the Member for Cheetham was extremely generous in his treatment of the hon. Member for Middleton and Prestwich (Sir J. Barlow) and the hon. and gallant Member for Knutsford (Lieut.-Colonel Bromley-Davenport). My hon. Friend said that he thought that they had acted from the highest motives. However, both hon. Members used the occasion, protected by the Privilege of the House of Commons, to repeat the most serious charges and sneers against the Town Clerk of Manchester and against Manchester Corporation, charges which could not be borne out now that we have had the report from the Attorney-General. It was interesting, too, to see how occasionally the true reasons for the objections emerged. The hon. Member for Middleton and Prestwich referred to part of his constituency which had been taken over for Manchester's housing needs, and the hon. and gallant Member talked of Manchester's struggle with Cheshire over overspill.
I remind the House of the circumstances which prevailed in the cemetery for which this company is responsible and in whose interests so many hon. Members have been exercised. The cemetery began in the 1830s, originally comprising about 7½ acres. In the course of time, until further burials were prohibited, in 1950, it contained no fewer than 74,000 bodies. As long ago as 1893, by Order in Council, the opening of further graves was prohibited, although burials were permitted to be continued in the existing graves. It was not until 1950 that Manchester Corporation obtained Parliamentary sanction to prevent further burials.
Selling graves in what was then a fashionable cemetery was a very lucrative 511 business in those Victorian times. When one considers the number of burials which took place in seven acres—and all the graves were sold—one gets some idea of the sum involved. It was a fashionable cemetery and some of Manchester's most distinguished citizens have been buried there—John Dalton; the first Lord Mayor of Manchester, Sir Thomas Potter; and Ernest Jones, a name distinguished in the Chartist movement and remembered especially on this side of the House.
But since 1950 the cemetery has become extremely dilapidated. Its dilapidation proceeded apace from the moment it became unprofitable to the owners. The present position is that weeds 12 or 14 ft. high are in the cemetery, graves are dispoiled, vaults are open, rubbish is tipped in odd corners, and the surrounding walls and gates, which should have been maintained by any company with a serious sense of responsibility, have been neglected to the point where anyone can obtain access to the cemetery.
When I went to look at the conditions and came across the grave of John Dalton, I noted with some interest that it was distinguished by being relatively well kept. I wondered why this grave had escaped the general neglect that characterised the rest. On returning from Manchester to London the following week, I met a friend, a physicist, who had, at one time, been a lecturer in physics at Manchester University and, of course, knew very well that John Dalton was buried there.
When I mentioned this to him, he said, "Yes, I know that that particular grave is well maintained, and I will tell you why. When I was at the university, my professor, who thought something of the memory of Dalton, was so outraged by the neglected cemetery that he himself, not less than once a fortnight, cycled, with a bucket on his handlebars, from his home several miles away in a suburb of Manchester, in order to keep in reasonable condition the grave of that distinguished Manchester citizen, a figure revered in science."
All around lie the ancestors of my constituents; victims of the cholera epidemics—all put in, and nowadays completely neglected—
§ Mr. Griffiths
As I have already said, Ernest Jones was a distinguished Chartist leader. His gravestone was neglected, but was restored some years ago by the organised action of the trade union movement in Manchester.
I see that the hon. Member for Exeter (Mr. Dudley Williams) is present, and as he had down an Amendment about the use of the cemetery, perhaps he will be interested to hear that part of the original 7½ acres owned by the cemetery company has, with the absence of profits from the selling of graves, been leased to commercial enterprise, which is, I am informed, in contravention of the law. I do not know whether this comes within the purview of the Board of Trade—I gather from one of my hon. Friends who is an expert in these matters that it does not—but I hope that there is some Government Department that is as vigilant about breaches of the law in this respect as some seem to have been in pursuing the Town Clerk of Manchester.
These pieces of the cemetery have been let to commercial enterprises which are being operated over the graves of thousands of Manchester citizens. I will tell two stories to illustrate the point. The first, related to me, coincidentally, yesterday in this House by a visiting constituent, is this. He happened to work for one of the private enterprises leasing part of the land from the cemetery company. In the course of his employment he was driving a stake into the ground. According to him, 18 in. below the surface he struck a solid object, which he took to be a railway sleeper. On getting away the 18 in. of soil, he found that he had, at that depth, struck the graves.
Secondly, he told me that the people working for this enterprise on the burial ground leased by the cemetery company—I believe, improperly and illegally—are advised by their employers to be extremely careful about what they put into the ground, and not to disturb anything, because, otherwise, just under the surface, some of that enormous number of 74,000 Manchester people will be uncovered. So much for the stature of some of the people, at least, who have been responsible for this cemetery company.
513 The object of the Manchester Corporation was clearly a worth-while one. It was to turn this monstrous dilapidated cemetery into a modern amenity. If I might just sum up its present condition almost in a phrase, I would say that, if any hon. Member saw it as a backcloth or set for a Hollywood film of the adventures of Dracula, he would think that it had been exaggerated, so appalling is its dilapidation. What the Manchester Corporation proposes to do is to turn it into something that would be, as I say, a useful amenity for the citizens of Manchester.
I will not—the House will, no doubt, think mercifully—go over the arguments once again about the letters sent by the Town Clerk to the shareholders. But as the hon. Member for Middleton and Prestwich quoted earlier an extract from a leader in The Times, may I remind the House of what the Manchester Guardian said about this matter following the publication of the Attorney-General's findings? As has been said several times this evening, the Attorney-General recorded that he had no ground for concluding that the Town Clerk's letter contained any false, misleading or deceptive statement or that there was any dishonest concealment of material facts. As the Manchester Guardian commented, that clearly is in conflict with the findings of the Committee's Report, which said that the Corporation obtained the shares by presenting a one-sided view which failed to disclose the true position of the company on break-up.
As my hon. Friend the Member for Cheetham said, the Attorney-General had recourse to channels of inquiry which clearly our colleagues who sat on the Select Committee could not possibly have, and it is no reflection at all upon the findings of the Committee to say that the Attorney-General's comments may well be taken by the House as being a more truly accurate assessment of the position than that Which our colleagues found with the facts which were put before them in the Select Committee. I hope that the House will accept the Attorney-General's view rather than that of our colleagues on the Select Committee for the reasons which I have advanced.
The Manchester Guardian properly recorded that the Town Clerk's probity, in consequence of this report on this matter, had been entirely vindicated. I should 514 think that most Members would agree with that. I thought that some of the observations which were made today by the mover and seconder of the Amendment were a little ungenerous in view of what has happened in this matter.
Perhaps I might also say that these shareholders who responded to the Town Clerk's invitation to sell the shares—and I think that all but seventy-five very promptly responded to the offer—were not people who were ignorant of their rights. The fact of the matter is that the acceptance of the invitation to sell was received by the Manchester Corporation through solicitors, accountants, bankers and people who, I assume, have the technical knowledge to advise and defend their clients' interests.
It is the fact that despite all the publicity that this matter has had in the national Press, despite the quite unfair misrepresentation of the position of the Town Clerk and the Manchester Corporation, even to this moment, so far as I know, there is not a single shareholder who has sought to take up a position other than the one that he originally took up. It seems to me that they are satisfied that their professional advisers advised them quite adequately.
As to the argument about the true value, it has been argued that the value on break-up would be greater than the £1 offered by the Manchester Corporation. I must be careful in trespassing into this field because I am not an expert, but it is a fact, and it is recorded, that as recently as 1952 the shares were valued for probate at 5s. We are close to a debate on Privilege, and, although I disagreed with the majority decision yesterday, I never invoke Privilege too easily in this House. I am satisfied that following the offer that the Manchester Corporation made—it was known that they were going to make this offer for shares—there were some obtained for as little as 2s. 6d. I am satisfied as to the source of my information, and I hoped that it might be possible to substantiate this in detail, if it were necessary, at a later date.
All the evidence and understanding on the matter I can obtain leads me to believe that, unless the company were able to disclaim its liabilities, its assets would be rapidly swallowed up in putting right the state of affairs which now exists. 515 Without any of the jargon, I understand disclaimer simply to mean that the company walks out and leaves the Manchester Corporation with the mess of the cemetery which it is today. The ratepayers, our constituents, would have to take it up and put right the things that the company has neglected for so many years. As I say, unless the company were able to disclaim, its assets would be rapidly swallowed up in putting the cemetery into decent order.
If the Manchester Corporation is to be criticised at all, it should, I think, be criticised on the ground that it has failed for a very long time to pursue the owners of the cemetery for not putting the place in order. If anything, the Corporation has erred on the side of generosity in the offer it has made. If my constituents were able to understand the case thoroughly, they might have a criticism of the Town Clerk and the Manchester Corporation on the ground that they have been over-generous to the cemetery company.
Throughout this matter, although there has been a charge that the Town Clerk and the Corporation may have committed a technical breach, they have acted clearly in the highest tradition of local government, clearly with a view to putting an end to a misuse to a piece of private property in the City and turning it into an amenity which can be of benefit to the citizens of Manchester and a valuable asset to the City.
§ 9.8 p.m.
§ Mr. Eric Johnson (Manchester, Blackley)
I am very glad that my hon. Friend the Parliamentary Secretary to the Board of Trade has said that the Board of Trade is satisfied with the position as it is now, because I cannot, for myself, see any merit whatever in the proposal to recommit the Bill or to amend it in the way suggested in the Amendment calling for its recommittal. I should have thought that the ordinary layman, at any rate, would suppose that the suggestion that the shares on break up were worth more than £1 had been disposed of by the answer given by my right hon. and learned Friend the Attorney-General. Neither can I understand how, if the proposed Amendment were carried, it would be possible to value the net assets 516 of the cemetery. A valuer cannot possibly know in advance if the court will or will not give leave to disclaim.
In my submission, moreover, the Amendment is unfair. It proposes that the Corporation shall pay £1 any way, but that if, by any chance, the shares were found to be worth more, it shall pay the extra amount also. If there is a proposal to go to valuation, the fair way is to say, "All right, we will go to valuation and we will pay whatever is decided upon." I venture to suggest that if that were done, and the shareholders had any option in the matter, they would unhesitatingly take the £1 and let things stay as they are. I hope to show, very briefly, that the shareholders have had not only a very fair deal, but a very generous one.
My hon. Friend the Parliamentary Secretary referred to the Winchester and Newbury cemeteries, saying that the position there was different and that it was not for the Board of Trade to intervene in any way. Just the same, I should like to remind the House that in both of those cases the assets, when the cemeteries were wound up or were taken over by those respective corporations, were greater than the assets of the Ardwick Cemetery Company, and in both instances the shareholders got absolutely nothing for their shares.
I think that the Ardwick shareholders have been treated very well. I do not, of course, for one moment question the right, indeed the duty, of a Select Committee to report to the House in such words as it thinks fit. But I am bound to say that it seemed to me in this case that the Select Committee perhaps paid overmuch attention to and accepted rather too readily at face value the written report of the Board of Trade, but ignored the way in which that report had been amended or altered by the Board of Trade representative in evidence.
It has been said that the Board of Trade did not know that that letter had been written. I found that rather hard to follow. The letter was written on 2nd December last year. The reason for which all right hon. and hon. Members representing Manchester tabled the Amendment which you, Mr. Speaker, found was not necessary, was that we felt that the comments made in the Report of the Committee on the action 517 of the Town Clerk and of the Corporation were, to put it mildly, somewhat unreasonable, and that they appeared to us to reflect unfavourably on the honour and dignity of the Corporation and of the Town Clerk.
There are two points to which I feel I must once again draw the attention of the House. First, the Report of the Select Committee stated that the Town Clerk admitted in evidence that in seeking to buy the shares on behalf of the Corporation he had not disclosed that the breakup value of the shares was in excess of the £1 offered. To my mind, that suggests that the Town Clerk, in fact, believed that the shares were worth more and deliberately concealed that belief. I do not know whether that was what the Committee intended to convey. I hope it was not, but that was the impression made on me.
§ Mr. John Arbuthnot (Dover)
I am grateful to my hon. Friend for giving way. I should like to read from page 14 of the minutes of evidence before the Committee. It states:Chairman"—that is, myself—Did you, Mr. Dingle, in your letter tell the shareholders that they were entitled on a break-up of the company to a division of the shares and that on the basis the shares would be worth more than £1 each? A. No, I did not.
§ Mr. Johnson
It is not my place to criticise the Committee or argue with the Chairman, but I should like to refer to a passage in the Town Clerk's evidence seven lines from the bottom of page 14. He said there that in his opinion the break-up value of the shares was negligible. If he held that view, I do not see how he could have been expected to disclose something which he did not in all honesty think was the case. There was a possible misunderstanding on that point, and I do not wish to pursue it any further. The Select Committee's Report went on to say:It was clear to the Committee that the Corporation obtained the shares by presenting a one-sided view which failed to disclose the true position of the Company on a break-up.That again, in the opinion of, I think, all hon. Members representing Manchester constituencies, was a somewhat unreason- 518 able comment, and I am sure that the House is glad that that has been answered completely in the words of my right hon. and learned Friend the Attorney-General, which I do not think I need quote again as they have been quoted a number of times already.
I believe that anyone who had gone into, the figures and the facts of this case very throughly would inevitably have come to the conclusion that the offer made by the Corporation was not only fair, but extremely generous. As has already been pointed out by several hon. Members, that at least was the view of the shareholders, acting with professional advice, in nearly all cases; and despite all this publicity, none of them has complained that they have been unfairly treated.
As to the valuation of the shares, there would seem to be three possible ways in which this could be done. The first would be on the dividend record and the prospects of the company; secondly, on the possible sale of the land for commercial use, and thirdly, on break-up. I need not go into the first two of those methods, because my hon. and gallant Friend the Member for Knutsford (Lieut.-Colonel Bromley-Davenport) has already made the point for me, taking it from a rather different point of view, that the shares were not worth very much. It is, perhaps, a point of interest that the last time the shares were valued for probate, a value of 5s. was accepted by the Board of Inland Revenue.
§ Lieut.-Colonel Bromley-Davenport
I do not like to interrupt my hon. Friend—I think it is a bad habit to interrupt people in the middle of their speeches. [HON. MEMBERS: "Oh."] I have not interrupted any hon. Member on the other side. We are not arguing as to whether the price of the shares was fair. To my mind, that is entirely irrelevant. What we are saying is that the letter should never have been sent. That is the sole point on which we object.
§ Mr. Johnson
I quite understand my hon. and gallant Friend's point of view. I know what he is arguing about and I also know what I am arguing about. My purpose is to show that the shares, in my view at least, were generously valued and, therefore, there is no possible object in recommitting the Bill to have any different form of valuation applied than is at present provided for.
519 If one comes to the question of break-up value, I think it would be admitted on all sides to be something which is extremely difficult to estimate. The Board of Trade, in the report to the Committee, stated quite correctly that in a winding-up under the Companies Act, 1948, the shareholders are entitled to any surplus after payment of creditors and of the cost of winding up. The Report goes on to say that judging from the company's last available balance sheet, the tangible assets exceeded the issued capital. From that, the report went on to draw the conclusion that on a break-up basis the shares were worth more than £1. That sounds all right on the face of it. But Section 316 of the Companies Act, however, also states:In every winding up … all debts payable on a contingency, and all claims against the company, present or future, certain or contingent … shall be admissible to proof against the company …Presumably, those liabilities would include the statutory notice which the Corporation would be bound to serve on learning that the company was proposing to go into liquidation and go out of existence and abandon the derelict area so as at least to preserve the available funds for the overdue work of maintenance. In fact, there is little doubt that the liabilities considerably exceed the assets.
The Board of Trade representative said in his evidence that he thought it possible that a liquidator might have obtained leave from the court to disclaim and to distribute the assets irrespective of the problem that the abandonment of the cemetery would transfer to public responsibility. I am no lawyer, but, surely, it is most unlikely that the court would allow the liquidator to disclaim if it knew that the Corporation was prepared to take over the cemetery on condition that the Corporation had the assets transferred to itself. I believe that the case of Nottingham was entirely different, because that Corporation refused to take over the Nottingham cemetery on several occasions.
We have had an explanation from my hon. Friend the Parliamentary Secretary to the Board of Trade of the point made by the Corporation in its statement that the attitude of the Board of Trade would be an encouragement to other cemeteries 520 to neglect their duties, to husband their resources and then to go into liquidation. The House has heard my hon. Friend's explanation of that. I quite accept that that is not the intention of my right hon. Friend the President of the Board of Trade, but, for all that, I think that a good many companies might think that that was an opportunity they might take.
In this case, the 1957 balance sheet shows that the assets are £3,469, after allowing for depreciation of the investment, and that if the cost of liquidation therefore came to more than £1,369, the 2,100 shares on that basis alone would be worth less than £1 apiece. That is fairly clear. It is impossible, of course, to estimate the cost of these actions, but we know that in the case of the Nottingham Cemetery Company the taxed costs have been £1,750, so we can conclude therefrom that on that basis alone, and leaving anything else out of consideration, the value of the shares is worth less than £1.
§ Mr. Norman Pannell (Liverpool, Kirkdale)
Is it not fair also to take into account the leased land which is bringing in a rental of £310 a year? Is it not likely that that situation will persist, and that the Corporation will continue to collect that sum?
§ Mr. Johnson
It is a rather dubious point, because it is illegally leased in the first place. The company had no right to lease it. I cannot help coming to the conclusion that if the Board of Trade had given a little more thought to the preparation of that Report it would not have made in it the categorical statement that on a break-up basis the shares are worth more than £1 apiece.
Its representative subsequently modified that in his evidence. The Board of Trade representative made, to my mind, a rather extraordinary statement on pages 17 and 18 of the evidence when he said:Mr. Dingle was quite right when he said that when we wrote the report we have submitted we had not the figures—in fact, I had not heard them until this morning—I do not understand that. He went on to say:The brokers, one can well understand, would advise that these shares were of no value.… In the case of a liquidation the position is somewhat different. You are not only then looking at the value from the income 521 point of view you are looking at the value from the break-up point of view which might or might not be more".The hon. Member for Faversham (Mr. P. Wells) made an interjection during the proceedings of the Committee. He said:It may be less".to which the Board of Trade's representative replied:It may well be less, Sir, and with that may I say I do not think the Board of Trade is concerned.… It may be less, it may be more. I have only commented that on the last balance sheet available to us it would appear to be more.That seems a very different statement from the categorical one made in the written report that on a break-up basis the shares are worth more, a statement made, apparently, without the figures having been seen. I say again—I do not want to criticise the Committee in any way as I have told my hon. Friend—that I cannot help thinking that it did show a certain lack of caution in wording its report in the way it did.
The fact that the Board of Trade say that the liquidator might have obtained leave to disclaim and that the shares might or might not have been worth more, and might or might not have been worth less seems to me inadequate ground on which to condemn a distinguished public servant in words which might well ruin his career.
§ Mr. Arbuthnot
I wonder whether my hon. Friend's attention has been drawn to page 17, in which counsel for Manchester Corporation told the Committee:I see what you mean, no. £3,100 would not have to be spent.That was in reply to the question:There is no claim for £3,100 such as Mr. Dingle has suggested.That was counsel for Manchester Corporation himself.
§ Mr. Ellis Smith
Will the hon. Member turn to document 5 of the proceedings of the Committee and quote the passage where the Chairman cut off the Town Clerk?
§ Mr. Johnson
I leave the hon. Member to make his own comment later on. As to the comments of my hon. Friend the Member for Dover (Mr. Arbuthnot), I have, of course, read that statement, but it seems to me that it did not take into account the possibility that the Corporation might obtain a statutory order 522 against the cemetery company and compel it to put the cemetery in order, when it would have cost a great deal more than £3,000.
It has not been a pleasant thing for the Town Clerk of Manchester to be accused of being a swindler. It has not been pleasant for him to have his actions investigated by the Director of Public Prosecutions. Nor has it been pleasant for him to be submitted to the spate of malicious gossip let loose by the Motion put on the Order Paper by my hon. and gallant Friend the Member for Knutsford, no doubt for excellent motives, as perhaps a self-appointed guardian of public morals.
§ Mr. Johnson
It is not for me to speculate on my hon. and gallant Friend's motives. Perhaps the most charitable way to refer to them is in the words of my right hon. Friend the Member for Woodford (Sir W. Churchill) who once, in answer to a Supplementary Question, said that an hon. Gentleman took a keen interest "in many things that are beyond his comprehension." I hope that we have been able to satisfy the House that the company has had a fair deal, and, as the Board of Trade is satisfied with the position, I hope that my hon. Friends will see fit to withdraw the Motion.
§ 9.27 p.m.
§ Mr. L. M. Lever (Manchester, Ardwick)
I feel that the debate has been of considerable value from many points of view. First, it has been an object lesson to those who manage commercial cemeteries on how they should be conducted and the attitude of the Board of Trade towards such companies. Attention has also been focussed on the provisions of the Prevention of Fraud (Investments) Act, 1939. The value of the debate has also been the complete vindication, from the point of view of honour, of the learned and distinguished Town Clerk of the City of Manchester which I am proud to represent in the House as the Member for Ardwick and as last year's Lord Mayor of the City.
No Lord Mayor of Manchester has ever been simultaneously a Member of the House. Therefore, I can really interpret the feelings and views of the people of that very great and famous city. It is a a city renowned throughout the world 523 and one on which not only the past and present but the future prosperity of this great country largely depends. We have in our city a population of nearly 750,000. They include industrious working-class people, middle class and better off people, all co-operating for the prosperity of the city. We are very proud to own the second airport in the country and also very proud to be the controlling owners of the third seaport.
Having narrated the circumstances, we must remember the type of authority which Manchester is. Its 152 representatives are drawn from all political parties—and all those 152 members have unanimously and emphatically expressed their complete confidence in the honour and the activities of our distinguished Town Clerk, who himself is not only a distinguished lawyer but a distinguished son of a distinguished legal jurist—one who has been associated with the law of this country and whose name will continue to be so associated in the terms of a standard legal textbook.
One should draw the line between probity and propriety and should not attempt to flog this issue, and the town clerk with it. What is the scope of the problem? It is only that instead of the circular having been sent out by a stockbroker, as prescribed by the Prevention of Fraud (Investments) Act, it was sent out by the Town Clerk. It was quite easy for the Town Clerk—
Major W. Hicks Beach (Cheltenham)
Is not the hon. Member aware that there have been prosecutions against private individuals under Section 13 of the 1939 Act? That was what I was trying to ask the Minister about, when hon. Members opposite said "Sit down". There have been prosecutions of a similar nature. That is what worries me.
§ Mr. H. Lever
Before my hon. Friend replies, may I say that any such prosecution has been undertaken only when there has been some ground for suspecting dishonesty?
§ Mr. L. M. Lever
What is more, the learned Attorney-General specifically stated in his reply to the hon. Member for Wythenshawe (Mrs. Hill) that even though a technical offence had been committed he did not think that it was in the 524 public interest that any further steps should be taken.
I do not think that anyone concerned has been namby-pamby towards the Town Clerk or the Manchester Corporation. I am very glad that this matter has been investigated and sifted. That is the greatness of our British system of justice. It illustrates the wonderful part that this House plays in finding out what is wrong, if anything is wrong, and there is no doubt that the Attorney General has vindicated the Town Clerk. Even though there has been a technical offence, he has said that he does not think it worth while bothering about. It would not be in the public interest.
Major Hicks Beach
I did not suggest for a moment that the Attorney General had been namby-pamby. What I am seeking to do is to get it quite clear that a technical offence under Section 13 of the 1939 Act should not be the basis of a prosecution against a private individual if it is not against a town clerk. That was the question that I was seeking to ask the Minister. I have reason to think that there have been prosecutions under this Section.
§ Mr. L. M. Lever
I should like to explain to the House how a Bill of this kind originates. Every year the various committees of the Corporation are asked whether they have any problems or difficulties which they consider ought to be introduced as part of a Corporation Bill. Any such problems are collated and go before a General and Parliamentary Committee consisting of 48 members from all political parties. Before any instructions are given about a Bill the Committee is unanimous in its proposals. This Bill has gone forward against that background.
Unfortunately, Ardwick lacks open spaces and similar amenities. The people there have to live in a closely congested area. What was a fashionable burial ground in 1837 and in subsequent years is no longer fashionable. It has deteriorated. Because the houses in this area are so closely congested, the people there, particularly the children, are denied open spaces for recreation.
525 The Town Clerk and the Corporation has acted with the utmost good faith. In fixing this proposed price, the City Council took into account, first, advice from a stockbroker that the shares were probably unmarketable. The recent dividend record of the company, taken in conjunction with the net profits earned and loss sustained by the company in recent years, had been up to 2½ per cent. of the dividend of last year. But when asked to do any repairs, the company could not pay any dividend at all. That is the sort of company it was.
The investments held by the company were worth approximately £3,800. I suppose that if someone had two banking accounts, and in one there was £3,800 and the other was about £4,000 in the "red", that would represent the financial position of this company were it compelled to carry out its obligations and maintain its property in the form of this cemetery in proper order. The income of the company was stated to be £227 5s. a year from leases and this income was precarious. That is no income at all. It was an income derived by the cemetery company in breach of law, about which action might have been taken. Had the company complied with the law there would have been no such income of any kind.
The liability of the company was to maintain the cemetery and its boundary walls. I know this cemetery very well. I paid a visit to it and it was like going through a wood. The graves are overgrown and filthy and its condition is one of complete degradation. It is not kept as a cemetery should be in this civilised age. The Corporation, quite rightly, pursued a policy of trying to tidy up everything in the City. The cemetery at Rusholme Road, in my division, has been dealt with in that way with complete success.
Of the shares acquired, 876 were acquired through four firms of solicitors. Then 78 shares were acquired from a shareholder who is a solicitor—all this ought to go on the record—330 shares were acquired through two firms of surveyors and valuers and 10 shares were acquired through the stock office of one of the five leading banks. In other words, 1,294 shares were acquired through all these sources. How, by any stretch of the imagination, anything of a 526 shady or dishonest character can be suggested against the Town Clerk or the Manchester Corporation passes my comprehension.
I am sure that the right hon. and gallant Member for Knutsford (Lieut.-Colonel Bromley-Davenport) and the hon. Member for Middleton and Prestwich (Sir J. Barlow), to whom my hon. Friend the Member for Manchester, Cheetham (Mr. H. Lever) has appealed in very passionate terms, will see reason and common sense about this matter. Ardwick Cemetery is only one part of the Bill. There are 82 Clauses in the Bill, concerned with such things as the establishment of a new roadway through the City which will eliminate congestion and will enable the River Medlock to be culverted so as to allow the extension of the Manchester College of Science and Technology, which is one of the two finest colleges of the sort in the country, and is recognised as of university status. It was opened by the Duke of Edinburgh last year, during my term of office as Lord Mayor, of which I was very proud. This extension is absolutely vital in the national interest.
All these and many other Clauses are concerned with the conduct of local government. The health and happiness of its people are embodied in the Bill. I still hope that hon. Members, like the hon. and gallant Member for Knutsford—I know that he has a great regard for Manchester, but apparently seems to be paying us too much attention in recent years—will understand the very serious situation that would arise if the Bill were not to pass. I welcome the remarks of the Minister of State, Board of Trade.
§ Mr. L. M. Lever
I am sorry if I called you the superintendent instead of the sergeant. I welcome those remarks from your authoritative sources, because I know that they embodied the policy of the Board of Trade. The Parliamentary Secretary can understand the dispassionate way in which this matter must be faced.
I know that the Parliamentary Secretary to the Ministry of Housing and Local Government will be saying a few words before the conclusion of the debate. I hope that he will speak in 527 terms similar to those in which you spoke on behalf of the Board of Trade. The whole matter has been thoroughly ventilated. At this stage I refer to the hon. and gallant Member for Knutsford as well as to the hon. Member for Middleton and Prestwich, both of whom are experienced businessmen and understand the whole implication of the situation. I address the hon. and gallant Member for Knutsford. I know that you—[HON. MEMBERS: "He."]—he will assist Manchester and that you—[HON. MEMBERS: "He."]—he—
§ Mr. Speaker
Order. The hon. Member must remember that he is addressing the Chair. He has already addressed several compliments to me which I have not earned. I hope that he will remember to observe the forms of the House.
§ Mr. L. M. Lever
I am sure that you, Mr. Speaker, will assist Manchester, too. I hope that the hon. and gallant Member will assist the City of Manchester, for which he has professed a great affection and will allow the Bill to go forward. All of us will be very glad when the Bill is passed, so that the improvements which have been formulated at considerable expense and trouble may be approved. Manchester can then continue to serve not only the citizens of Manchester, but those of Knutsford and of Middleton and Prestwich, too, because most of the latter come into Manchester to earn their livings. I hope that you will—[HON. MEMBERS: "He."]—the hon. and gallant Member will allow Manchester to go forward with its developments and that we shall be able to look forward to the passing of the Bill.
§ 9.45 p.m.
§ Sir Robert Cary (Manchester, Withington)
We all know the pride which the hon. Member for Ardwick (Mr. L. M. Lever) takes in the great City of Manchester and the vast energy with which he defends it on all occasions. May I, from this side of the House, congratulate him on the great energy and resource with which he discharged his duties during his period of office as Lord Mayor of Manchester. He made a wonderful contribution to the civic life of the City. He brought credit to the House of Commons in the discharge of those duties and I am certain that in future he will pursue his tasks with energy on behalf 528 of the City with as much concern as he now shows for the particular reputations we are considering in this discussion.
I agree with the leader in The Times, that this is "a storm in a teacup". It has been taken far enough and the sooner this important civic Bill is on the Statute Book the better. This controversy is a storm in a teacup and I very much regret some of the expressions used by my hon. Friend the Member for Middleton and Prestwich (Sir J. Barlow) in moving this Amendment. I cannot see how a technical fault, which this matter is, can be described in the strong words of "a criminal offence". To use that connotation in that sense without substantial qualification is quite unfair to the Town Clerk particularly and to Manchester Corporation in general.
Nor can one accept in these circumstances that there was any desire on the part of Manchester Corporation to ignore the law or to be slick. It seemed totally unnecessary for the mover of the Amendment—sincere though his motives were—to remind the House that Manchester Corporation sought to get into the Vote Office, without our knowledge, certain papers which ought not to be there.
This is not the way, the temper, nor the mood in which we ought to discuss this matter. After the appeal made by the hon. Member for Ardwick to the mover and seconder of the Amendment, I hope they will seek to withdraw.
§ Sir R. Cary
My hon. Friends cannot have better pleading or better invitation to withdraw than that by an hon. Member on the Government side to meet them half-way in order to get this important civic Bill on to the Statute Book. If one rather happy thing emerges from this debate, it is that both the Town Clerk and the Corporation of Manchester stand completely in the clear in regard to any suggestion of any unworthy action in the prosecution of this Bill. The fate of the Bill is now almost dependent upon this House giving it a passage tonight. I hope that it will receive its final Reading and be placed on the Statute Book before this Session of Parliament ends.
I wish to say a final word to those, not present, who are surviving relatives of those buried in this cemetery.
§ Sir R. Cary
There may be one or two surviving relatives who have written to the Corporation to say that they give their blessing to the use of this cemetery as a playground for the children of Manchester. I cannot think of a better use to which the cemetery could be put. I cannot think of a better sentiment than that expressed by the famous poet Adam Lindsay Gordon in "The Sick Stock-rider":Let me slumber in the hollow where the wattle blossoms wave,With never stone or rail to fence my bed;Should the sturdy station children pull the hush flowers on my grave,I may chance to hear them romping overhead.Some hon. Members have sought to see in the external assets slightly outside the borders of the cemetery something which might be used in a material sense to benefit the Corporation of Manchester. The whole area involved in the transaction will be used. I hope, in future for the benefit of the children of Manchester as a playground. Certainly if the Bill is passed the cemetery will no longer be left in the squalid condition in which Manchester Corporation will take it over.
§ 9.50 p.m.
§ The Parliamentary Secretary to the Ministry of Housing and Local Government (Mr. J. R. Bevins)
My right hon. Friend the Minister of Housing and Local Government has asked me to make a very brief intervention in the debate. Hon. Members who have taken part in the debate have already discussed in very considerable detail the action taken by the Manchester Corporation in purchasing the shares of Ardwick Cemetery Limited, and for the moment I merely wish to put a general consideration to the House.
My right hon. Friend has a general interest in the proper maintenance of burial grounds and cemeteries. The proposed conversion of what is by general consent a derelict cemetery into an open space—or, what is in the mind of the promoters, into a playing field for the use of pupils at a nearby school—is a development which, in principle at any rate, my right hon. Friend feels to be worthy of every encouragement.
530 This project aside, my right hon. Friend has an interest in a number of other matters with which the Bill deals. The two principal ones were mentioned by the hon. Member for Ardwick (Mr. L. M. Lever) and are to be found in Clause 23 where the Corporation seeks power to construct a relief road which, I can tell the House, has the support of my right hon Friend the Minister of Transport, and in Clause 27, the Corporation seeks power to culvert the River Medlock so that the Manchester College of Science and Technology can proceed with its development. There are other Clauses dealing with such things as fire precautions and other matters of local government important to the City of Manchester.
In the view of my right hon. Friend, it would be wrong to delay a Bill covering such a variety of useful purposes, or even to risk the demise of the Bill, unless there were very good reasons for so doing. Like my hon. Friend the Parliamentary Secretary to the Board of Trade, I have heard practically every speech and argument which has been deployed tonight. Whatever view I may take of the various arguments bearing upon the narrow issue of the Ardwick case, I have certainly not heard any convincing argument for putting the Bill as a whole in peril.
As the House knows, the Bill was considered in very great detail by a Select Committee and a number of Amendments were made to it. The Committee amended it in Clause 48 (2) to provide that the cemetery company should be wound up in accordance with the procedure laid down in the Companies Act. As my hon. Friend the Parliamentary Secretary to the Board of Trade indicated, that met the main objection in the Report of my right hon. Friend the President of the Board of Trade.
I agree that there remains the question—and it is a substantial question, of course—of whether, matters of procedure apart, Manchester Corporation acted improperly in failing to mention the break-up value and so infringed Section 12 of the Prevention of Fraud (Investments) Act, 1939.
I will, if I may, reiterate what has been said by my hon. Friend the Parliamentary Secretary and by hon. Members on both sides; that this is precisely the issue that was referred to the Director of Public 531 Prosecutions, and the statement made by my right hon. and learned Friend the Attorney-General in this House on 1st July was quite unequivocal. I repeat it for the benefit of those hon. Members who may have come into the Chamber only in the last half hour.
He said:The results of this inquiry"—that is to say, the inquiry by the police—show that there is no ground for concluding that the letter contained any false, misleading or deceptive statement or that there was any dishonest concealment of material facts. Consequently there are no grounds for a prosecution for an offence against Section 12 of the Act."—[OFFICIAL REPORT, 1st July, 1958; Vol. 590, c. 77.]For these reasons, it is certainly the view of my right hon. Friend, which he has asked me to express here tonight, that it would be wrong for the House to accept the Amendment moved by my hon. Friend the Member for Middleton and Prestwich (Sir J. Barlow).
There is, however, one further reason, upon which I have already touched, though rather lightly. The recommittal of this Bill would necessarily take a certain amount of time. As hon. Members on both sides know, we are now approaching the end of the present Parliamentary Session. It would be quite out of place for me, or for any other right hon. or hon. Member to venture an opinion as to whether, in the event of recommittal, this Bill could be carried over. That is not within my province, but I may perhaps, be permitted fairly to say that carry-over Motions are exceptional.
If, therefore, this Amendment were to be pressed to a Division—and I sincerely trust that it will not be—and if it were to be carried, the House must face the probability that this Bill—as a whole, and not merely in regard to the Ardwick provision—would probably be killed stone dead. My right hon. Friend takes the view, and he has given this a good deal of consideration, that that would be a pity. We recognise, of course, that several hon. Members have felt strongly in the matter of Ardwick, but I would urge upon them, at this stage, to bear in mind not only the fate of the Bill as a whole if they pursue their present course, but the fact that the good faith of the Manchester Corporation, and of 532 the Manchester Town Clerk, is no longer in question in this House.
I cannot speak more plainly than that, Mr. Speaker, and I do not believe that I could speak with greater fairness. This is a matter that has exercised my right hon. Friend's mind, and what I have said tonight, and what advice I have tried to give to my hon. Friends, I give in a spirit of friendship and cordiality, and I hope that they will accept it.
§ Question, That the Question be now put, put and agreed to.
§ Question, That "now considered" stand part of the Question, put accordingly and agreed to.
§ Main Question put and agreed to.
§ Bill, as amended, considered accordingly.
§ 10.2 p.m.
§ Mr. Dudley Williams (Exeter)
I beg to move, as an Amendment to the Bill, in page 29, line 26, to leave out from "space" to the end of line 28, and to add instead thereof:and will ensure that it is not used for the playing of games or any other undesirable purpose having regard to the fact that it has been a burial place".I do not take the same view which was expressed by my hon. Friend the Member for Manchester, Withington (Sir R. Cary) that this cemetery should be turned into a children's playground. I believe that a number of hon. Members would object very strongly if their parents were buried in this cemetery and they learned that it was to be covered over with asphalt or grass and turned into a public playground. I must confess that my knowledge of Manchester is not extensive—
§ Mr. Ede (South Shields)
On a point of order, Mr. Deputy-Speaker. The only Member of the House whom I cannot hear is the Member whom you called. I can hear nearly every other Member.
§ Mr. Williams
I confess that my knowledge of Manchester is not extensive, but 533 I am quite certain from my knowledge of the West Country that such a proposal as this would not be accepted there. I believe that when a cemetery gets into the state in which this cemetery is, it should be grassed over and turned into a garden of rest or such a place with seats where people may rest. It would be quite wrong to turn it into a place where children would play and where there would be a lot of noise.
I do not think that many hon. Members realise how recently there have been burials in this cemetery. According to one hon. Member opposite, the last burial took place in 1950. That was quite recent. I do not think that the people related to those who are buried in the cemetery would for one moment accept this Clause in the Bill. I sincerely trust, therefore, that without any trouble at all and without a Division, the House will accept the Amendment.
§ 10.5 p.m.
§ Mr. Bevins
I need not detain the House for more than a moment or two. What I understand my hon. Friend the Member for Exeter (Mr. Dudley Williams) has been arguing is that it should not be possible, at least in this particular case, for the land to be used for the playing of games or for any undesirable purpose. I should remind my hon. Friend that the Open Spaces Act, 1906, which, on this point, repeats an earlier Act of 1887, expressly provides a procedure under which local authorities may acquire disused burial grounds and may, in certain circumstances, use them for the playing of games.
It is the fact that Parliament gave the Manchester Corporation itself power, in its Act of 1954, to use the site of the Rusholme Road cemetery as a playground, the same power as is now sought in this Bill. Perhaps my hon. Friend will permit me to say that Parliament has never laid it down that, automatically, games must be forbidden on the sites of disused burial grounds. I cannot, therefore, advise the House to accept the Amendment.
§ 10.7 p.m.
§ Mr. Ellis Smith
After that statement from the Minister, I should like to ask the hon. Member for Exeter (Mr. Dudley 534 Williams) to be good enough to withdraw his Amendment. I speak with some feeling on this matter. I sunk all my individuality and personal declarations in the general desire that Manchester should have the Bill. Last Saturday morning, I went along to Rusholme Road where a similar kind of thing has already been done. From Rusholme Road I went to Ardwick. A sight of Ardwick Cemetery should be enough to settle anyone's attitude.
I am surprised that the hon. Member for Middleton and Prestwich (Sir J. Barlow) should say what he did after he saw the place last Friday. I am sure that if the hon. Member for Exeter had seen what Manchester has done already in Rusholme Road, he would not pursue his Amendment.
Rusholme Road is in one of the poorest parts of Manchester, amidst some of the worst slums in the country, where some of the finest people—some of us belong to them—still live in their thousands. Their children are now playing in this lovely old churchyard, which has been transformed by Manchester Corporation into a place of beauty. Last Saturday morning, I saw the poor children playing there on that sacred ground, not one of them running or playing except on the land which had been laid out with beautiful turf, and it did my heart good to to see them.
We have here an expression of the desire of Manchester and the industrial North. For far too long we have lived in unlovely, crowded areas like that around Rusholme Road. I ask the hon. Member for Exeter, whose motives we understand, whose sincerity we appreciate, to withdraw his Amendment so that Manchester can have the Bill and carry on its good work, setting an example to the industrial North by cleaning and beautifying places of this kind.
§ 10.10 p.m.
§ Mr. John Mackie (Galloway)
As possibly the only Member in the House of Commons today who has a family interest in the Ardwick Cemetery—one of my great grandfathers who sat for the Grimsby Division of Lincolnshire was distantly related to a man with the same name, Fildes, who sat at various periods in the 'twenties and 'thirties—I think that I ought to say that I would not wish to 535 block the Manchester Corporation's desire in this matter, provided—and I think it is amply provided in Clauses 44, 45 and 46—that the tombstones are at the disposal of the Manchester Corporation to deal with as it sees fit. I hope that that means to give the descendants of those buried there the right if they so desire to have them at our disposal. I think, also, that the Manchester Corporation should provide that a complete record is preserved of those who are buried there.
I stress that because in the cemetery of Montmartre, in Paris, no complete record is preserved. I had occasion to go there four or five years ago to visit the tombstone of the grandfather of a constituent of mine, and all trace of it had gone. The cemetery clerk, with great trouble, found the grave and, accompanied by him, I found that it had been completely obliterated.
I hope that the Manchester Corporation will be meticulously careful to ensure that Clauses 44, 45 and 46 of the Bill are carefully implemented. The hon. Member for Manchester, Ardwick (Mr. L. M. Lever), who is a former Lord Mayor of Manchester, would not forgive me if, as a great grandson of his predecessor exactly 100 years ago, I did anything obstructive against the Bill.
I understand that this is unconsecrated ground. I regret to say that a former ancestor of mine belonged to the sect of the right hon. Member for South Shields (Mr. Ede), although I detest it as Scotland wholly detested Oliver Cromwell.
§ 10.12 p.m.
§ Mr. Ede (South Shields)
I think that the stipulations for which the hon. Member has asked are reasonable. In my experience they are always carried out by corporations who get these powers. I do not know that tombstones should be removed from the cemetery, particularly in this case. As the hon. Member for Galloway (Mr. Mackie) has said, this is what is called an unconsecrated graveyard. That is to say, a bishop has not dedicated it. But it has been consecrated by the burial there of those holding the great Nonconformist tradition of the City of Manchester. Mention has been made tonight of John Dalton, the Quaker scientist.
§ Mr. Ede
This is not in Scotland. These people lived in Manchester.
I regret very much the spirit of levity which on one or two occasions has crept in when dealing with what I regard as the most sacred part of this subject. I would not have intervened in this debate but for the fact that Exeter and Nantwich were beginning to take an interest in it as well. I can understand the attitude of the hon. Member for Exeter (Mr. Dudley Williams).
Take the case of Dalton. He was the son of a poor weaver who was born in 1766. By 1793, in an age when Nonconformists had great difficulty in getting any form of higher education, he had become Professor of Mathematics and Moral Philosophy in New College, Manchester, by the age of 27. He was the discoverer of atomic weight and all physical science and a great deal of chemical science since has been built on his work. In 1822, he became a Fellow of the Royal Society, having declined the honour in 1810. I cannot think of anything more inspiring for the young of Manchester that in a beautiful spot there shall be preserved the tomb of Dalton, which is at present preserved in the manner described by my hon. Friend earlier in this debate.
On the day when this son of a poor weaver was buried in Ardwick cemetery, in 1844, all the civic authorities of Manchester were there and the coffin was followed to the grave by 100 carriages of the wealthy, learned and devout population of Manchester.
I hope that the tombstones will be preserved and that, as far as possible, the records will be preserved, but in view of the fact that the corpses of many victims of cholera epidemics are buried there it may be very difficult to got a complete record. I hope, however, that the hon. Member for Exeter and the hon. Member for Nantwich (Mr. Grant-Ferris) will realise that every step is taken to preserve the appropriate atmosphere for what has been a burial ground.
But the living have their claims in the crowded parts of Manchester on such open spaces as can be provided, and as this can be made a record of the great 537 part that the Nonconformity of Manchester played in the building up of the life of the country and the tremendous wealth of the City of Manchester, I hope that this House will not put any hindrances in the way of the Corporation being able to exercise responsibly any powers that it gets under the Bill.
§ Mr. Grant-Ferris
My object in seconding the Amendment was purely to make sure that proper respect was paid to the dead who have been laid in the cemetery. I have been very impressed with what the hon. Member for Stoke-on-Trent, South (Mr. Ellis Smith) and the right hon. Member for South Shields (Mr. Ede) have said. If my hon. Friend the Member for Withington (Sir R. Cary), as a representative of the Manchester Members, could give the assurance that every respect will be paid to that, I feel that I ought to withdraw my seconding of the Amendment even if my hon. Friend feels that he must press it.
§ Amendment by leave, withdrawn.
§ Bill to be read the Third time.