Lords Sitting of 8 May 1890

LORD LOUTH'S CLAIM TO VOTE FOR REPRESENTATIVE PEERS FOR IRELAND.
Ordered and Directed, That a Certificate be sent by the Clerk of the Parliaments to the Clerk of the Crown in Ireland, stating that the Lord Chancellor of the United Kingdom has reported to the House of Lords that the right of the Lord Louth to vote at the elections of Representative Peers for Ireland has been established to the satisfaction of him the said Lord Chancellor; and that the House of Lords has ordered such report to be sent to the said Clerk of the Crown in Ireland. And it is hereby also Ordered, That the said Report of the said Lord Chancellor be sent to the Clerk of the Crown in Ireland.
The Lord Kilmaine—Took the Oath.

ADMINISTRATION OF THE LUNACY ACTS.

  QUESTION— OBSERVATIONS.
  LORD BARRINGTON LORD BARRINGTON: I beg to ask the noble and learned Lord on the Woolsack whether the Justices appointed under the Lunacy Act, 1889, have jurisdiction to make orders under the Lunacy Act, 1890, or whether it is necessary that they should be appointed under the later Act?
  THE LORD CHANCELLOR THE LORD CHANCELLOR: The Justices appointed under the Lunacy Act, 1889, have jurisdiction to make orders under the Lunacy Act, 1890. The jurisdiction established under the Act of 1889 was expressly preserved by Section 342 of the Consolidation Act. The Justices are, therefore, precisely in the same position with regard to their jurisdiction. I am glad the noble Lord has asked the question, because I understand that some doubts have been raised, and I think it very important that it should be clearly understood that they have the same jurisdiction under the existing Act as they had under the statute by which they were appointed.

PROTECTION OF CHILDREN BILL. (No. 68.)

  SECOND READING.
  Order of the Day for the Second Reading, read,
  THE LORD CHANCELLOR THE LORD CHANCELLOR: I would ask the noble Earl to postpone his Motion for the present. I only received the print of the Bill to-day. I do not know when it is to be issued, but certainly it is not in the House at present. I have received an intimation from the Home Office that the authorities there are desirous of having an opportunity to say something on the matter. I may tell the noble Earl that after what passed the other day in this House I thought it my duty to give directions that a Bill should be prepared on the subject on behalf of the Government. I do not invite the noble Earl to withdraw his Bill, but only to postpone it for the present. There is much in the Bill of the noble Earl of which I entirely approve; but to some of the clauses I think I shall have to object. It seems to me to be most undesirable that there should be a sort of race between the two Bills, and I, therefore, ask the noble Earl to postpone at present the consideration of his measure. When they both come before your Lordships' House I shall ask that they be referred to the same Committee.
  THE EARL OF MEATH THE EARL OF MEATH: I will certainly not move the Second Reading after what the noble and learned Lord on the Woolsack has stated, and I at once assent to his suggestion.
  Order discharged.

AMENDMENT BILL.—(No. 63.)

  SECOND READING.
  Order of the Day for the Second Reading, read.
  LORD HERSCHELL LORD HERSCHELL: My Lords, this Bill is to remedy a result which I believe was unintentional from the terms used in the County Court Consolidation Bill, the effect of which has been that the Commissioners for taking oaths in the County Palatine of Lancaster are not now able, as they were previously, to take oaths in cases in the County Courts. The Bankruptcy Act expressly enables

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  them to take oaths in bankruptcy cases in County Courts, so that the effect is now that they can take oaths in bankruptcy cases in the County Courts but not in other cases. This Bill is simply for the purpose of restoring to them in that respect the powers which they have been exercising in another for many years. I understand there is no objection on the part of my noble and learned Friend.
  THE LORD CHANCELLOR THE LORD CHANCELLOR: I have not the least objection. The noble and learned Lord has been good enough to postpone it upon my expression of doubt upon the question whether rights have been preserved. I find there is not the least doubt about it.
  LORD HBRSCHELL LORD HBRSCHELL: The Bill consists of only four lines, and as it is so short your Lordships may be of opinion that there is probably no necessity for sending it to the Standing Committee, but that it should be dealt with by a Committee of the whole House.
  Bill road 2a (according to order), and committed to a Committee of the Whole House on Monday next.

THE TECHNICAL INSTRUCTION ACT.

  QUESTION.—OBSERVATIONS.
  THE MARQUESS OF RIPON*THE MARQUESS OF RIPON, in rising to ask Her Majesty's Government whether, under the Technical Instruction Act, 1889, Local Authorities are permitted to grant scholarships to be hold in technical schools or colleges, and to pay the foes of scholars in such institutions; and, if so, whether such scholarships granted to persons residing within the district of the Local Authority are tenable at institutions outside that district, said: My Lords, the Act of Parliament upon one point in connection with which I am desirous for a few moments of directing your Lordships' attention with the view of obtaining some information from Her Majesty's Government is, I am bound to say, one of the most ill-constructed and difficult Acts to administer which I have ever known in the course of a somewhat long public life. But I do not propose to trouble your Lordships with any general observations upon that matter, especially as my noble Friend, Lord Norton, has had upon the Paper now for a considerable length of time a notice relating to this Act, and I do not at. all
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  wish to trespass upon ground in reference to which he might desire on a subsequent occasion to address your Lordships. I wish to address myself to-night to a single question, namely, whether it be or be not open to Local Authorities, that is to say to County and Municipal Councils under this Act, to promote its objects by granting scholarships to individual students to be held by them in technical schools or colleges, or by paying the fees of those individual students in those institutions. In some parts of the country, and particularly in that with which I am myself directly connected, the West Riding of Yorkshire, many of those who have most experience in these matters, and who have given great attention to the question of technical education, are of opinion that there is no better way in which, under the difficulties of this Act and its hampering restrictions, County Councils could aid in promoting technical education than by granting scholarships to students in public elementary schools or similar institutions be held by them in connection with technical schools and colleges; and, entertaining that view, the West Riding County Council addressed communications both to the Science and Art Department, presided over by the noble Viscount opposite, and also to the Local Government Board upon this and various other questions connected with the working of the Act. Upon this particular question of the granting of scholarships, we received, I regret to say, different answers from the two Departments. The Department presided over by the noble Viscount treated us with the utmost possible consideration and courtesy, and answered our questions in the fullest manner; the Local Government Board were somewhat more brief, telling us that we could not do what the noble Viscount's Department led us to hope we might do. Therefore it is that I address myself now to Her Majesty's Government to endeavour to elicit from them, if I can, a clear expression of opinion upon this subject; and I may say that I do so, not in my own name alone, but by direction of the Technical Instruction Committee of the County Council, with which I am connected. The Department told us that if we had any doubt upon this question we might take counsel's opinion. Of course, it is quite

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  open to us to take counsel's opinion, but it is an expensive process, and one which will only give advice to the single County Council which may take the opinion. And, after all, my Lords, if the Local Government Board holds the view-that these scholarships cannot be granted by the County Councils under the powers of the Technical Instruction Act it is no use our taking counsel's opinion, because the Local Government Board's Auditor will have to consider whether such expenditure is legitimate, and whether in regard to any such expenditure he ought not to surcharge us, and we may find ourselves perhaps in a very awkard position. Therefore, I hope Her Majesty's Government will give us such an expression of opinion or will intimate their intention of taking such advice upon the matter as will enable us to feel secure as to the course the Local Government Board will take in respect of it. I need not occupy your Lordships' time by pointing out the advantages which, at all events in populous districts near large town-centres, would result from a system of this kind. In populous manufacturing towns there are good technical schools and colleges, and it is only in such centres of population that they can be satisfactorily established, that is to say, only where they have a nucleus of population attached to or surrounding' them upon which they can rely for the chief part of their students. I think it would be a very good way of extending the value of those institutions if the Local Authorities were able under the Act to make grants for scholarships to students at a certain distance from the towns where the schools are situate, in order that they might attend those schools and classes. That, of course, is not applicable to a county which is mainly rural, and perhaps but little supplied with railway accommodation; but where railway accommodation is good, and trains are cheap and frequent, I believe a system of that kind would be found to work extremely well, and that a numerous body of very competent students might be drawn into the colleges and schools from the surrounding districts. It is therefore very important, if the Act is to be carried out and made generally useful, that a power of that kind should exist. But, my Lords, besides the first question, whether it is open to us under
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  the Act to grant scholarships at all, there arises, unfortunately, a second question upon which I regret to say the two Departments of which I have spoken are agreed. They both tell us that if we could give scholarships at all, we could not make those grants to be held in institutions which are situate outside our own administrative county. Now, in large counties like Lancashire and Yorkshire, which have several county boroughs within them, it is in those county boroughs generally that most of these institutions are situate; and if we are debarred from granting scholarships to be held in those institutions, the concession if it could be made to us of granting scholarships at all would be very seriously impeded in its utility. I know very well, my Lords, that under the Act, Section 1, Sub-section D, we are not empowered to make grants for the maintenance or in aid of any institutions outside our own districts. But the question which I am anxious to submit for the consideration of the Government is, whether that restriction in regard to making' grants to institutions within our own districts would preclude us from making grants to individuals who reside within our own districts, although they might make use of those grants to attend institutions which are outside those districts. I am advised by those whom I have consulted upon the matter that that point is not at all clear; but they think that such grants might be made to the individuals, provided they reside within the administrative county, although they might make use of them outside that county. Now, my Lords, the only fair principle upon which I think the scholarships should be granted is, that they should be given to the individuals, to be held by them and used by them in any institution at their choice in which suitable technical instruction is given. Of course, County Councils giving the grants must preserve the right to say that they shall be employed in institutions of a satisfactory and efficient character; but I do not claim at all that they should have the power of choosing the institution to which the scholar shall go, except in so far as requiring that it is fit to give the desired instruction. But if that be the principle, surely the student should be free to take his scholarship with him wherever he likes,

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  it being, of course, always understood that he is bond fide resident within the administrative county. Those are the two questions which I desire to address to Her Majesty's Government. I do not know what answer I may receive; but I hope very much that it may be an answer as favour rable as the circumstances of the case and the wording of the Act will permit. I think it is a case in which, especially considering the ill-wording of the Act in question, Her Majesty's Government would do well to give the utmost latitude they possibly can to Local Bodies. I believe that to be the principle and object of the Act, and I hope that in their interpretation of the Act they will take that view. But if the noble Lord who may reply to me is not prepared at this moment to give any satisfactory answer to the suggestion I have made, I will still continue to hope that Her Majesty's Government will re-consider the subject. I know the difficulty of amending an Act of this kind. Of course, I am not ignorant of the existence of outside considerations distinct altogether from the question of technical instruction which have entered into the discussion and consideration of measures of this kind, and therefore I do not ask Her Majesty's Government to amend the Act; but I do hope that if they have not made up their minds finally upon it, they will take steps to ascertain from their legal advisers the actual bearing of the Act and give to the Local Bodies concerned the amplest latitude permitted by it.
  LORD NORTON*LORD NORTON: My Louis, I desire to say a few words before the noble Viscount replies on behalf of the Department he represents, as I have a notice on your Lordships' Paper to bring the whole subject before the attention of the House. The noble Marquess has put two very important questions relating to this general subject, but I am afraid if we deal with only one or two details of it we shall shut our eyes to the character of the whole Technical Instruction Act, which is not only unintelligible, but absolutely mischievous from the attempts to act upon it which have been made in several towns throughout the country. The noble Marquess has only moderately described the looseness with which this Act was passed last year. It was passed during the last week of the Session
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  in the other House, the principal Amendments introduced by Mr. Mather being passed in his absence; and in your Lordships' House the Act passed through all its stages in 25 minutes. Now, it is rather an important subject to be dealt with in that sort of cursory manner, and the mischief of dealing in that way with a subject of this great importance is, that it leads people to attempt to deal with it in an imperfect manner. It is extremely difficult to remedy afterwards such experiment. The noble Marquess states that, in his County Council, difficulties have been experienced which he asks the noble Viscount to explain. I can tell him that in Birmingham, which is the largest town in my neighbourhood, and I believe the most active in attempts to establish institutions of this sort, they have found it so impossible to understand the Act that they had to come to the Department in London to ask how they could, by almost a process of evasion, escape its difficulties and do something in a side manner to carry out its objects. Questions arose between the County Council and the School Board, the School Board wanting to have the control, and the County Council saying that the Act had placed the subject in their hands. They wanted to know whether they might not make a sort of Joint Committee between the two which would enable them to carry out the object of the Act. But how does the Act propose to define technical instruction? Probably the framers of the Act, not knowing exactly what they meant or intended, have said that technical instruction shall mean anything which the Department at South Kensington may give grants to. That is rather a dangerous latitude for an unlimited command of public rates. The meaning which has been given to it has been seen in the technical instruction given in some of our large towns. In some places little children are seen planing or sawing pieces of wood, by way of technical instruction; in others there arc workshops for the construction of engines of considerable size, which are sold in the market in competition with the trade itself. Technical instruction may really mean anything. All the industrial and reformatory schools of the country are giving technical instruction. The noble Marquess asked two questions

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  in regard to scholarships. Giving scholarships to existing institutions is, I quite agree with him, the best mode in which the object of this Act could be carried out. It is the greatest mistake for us to suppose that in all parts of the country technical schools, whatever that term may mean, should be instituted. It is impossible that Government institutions of that sort shall teach all trades, or even prepare for them. How are they to provide for students to be made Jacks-of-all-trades? The way in which Parliament could best authorise public expenditure for giving technical instruction to our operatives, would be by enabling the Local Bodies to pay for scholarships to existing institutions. The fact is that Parliament, by pretending to provide for such instruction, is doing the great mischief of checking those who are interested in providing it, and who are doing so in more liberal, and in much better ways. Our manufacturers, one and another, are providing for technical instruction, each in their own way, many of them most magnificently; and if Parliament would enable the Local Authorities, out of the rates at their command to give to clover poor children the means of profiting by such provisions, they would be doing great practical good. I believe that at this moment there is a. Bill before the other House attempting to amend the unintelligible Act of last Session, and I am afraid the noble Marquess is only dealing with a very small part of a most important subject, for the Act will require to be reconstructed upon an entirely different principle, namely, not attempting to provide, out of public money, institutions for giving technical instruction throughout the country, but to encourage; the increase of existing institutions, and to enable them to be taken advantage of by capable youths whose parents cannot afford the education which it is the object of the Act to secure.
  THE LORD PRESIDENT OF THE COUNCIL (Viscount CRANBROOK)*THE LORD PRESIDENT OF THE COUNCIL (Viscount CRANBROOK): My Lords, my noble Friend has given so very large an expansion of the questions which the noble Marquess has put to me, that he almost calls upon me to defend the Act which now exists. I was not present during the 25 minutes which, the noble Lord says, constituted all the time that was devoted in this House to
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  the measure, but I cannot help thinking that the argument which has been addressed to your Lordships would have been much better employed in endeavouring to prevent the Act passing at all. My noble Friend seems to think that this Act was passed against the wishes of the manufacturers and those interested in technical education. So far from that being the case, it was on account of the extraordinary pressure exerted on the part of those interested in technical education, and the manufacturers throughout the country, that, at the last moment, when all hope had been given up of the Bill being passed, that it was forced through Parliament. That was on account of the pressure brought to bear by those who were interested in the subject. I think my noble Friend will find he is considerably mistaken as to the operation of this Act. I have reason to suppose that advantage is being taken of its provisions. In consequence of the notice he has given I have endeavoured to ascertain what is really being done, and I shall be very happy, when I have got the full Returns, to satisfy my noble Friend on that subject. Some towns have adopted, and others are preparing to adopt, it, and I have no doubt it will be found to be easily worked. To come to the questions which have been put by the noble Marquess, they are questions which no Department — certainly not the Department under my control- can possibly answer. The Act of Parliament which has been passed empowers the Local Authority, if it thinks fit, to supply, or aid the supply, of technical or manual instruction to such extent and upon such terms as the authority may think expedient. That, no doubt, enables them to negociate with the managers of institutions, or themselves, to supply such institutions if they think proper, that is to say, within the bounds which my noble Friend has spoken of as an unlimited pressure upon the rates. The Act of Parliament provides that the whole pressure upon the rates shall not exceed 1d. in the £1, and, therefore, there is no unlimited expansion at all, but only a limited effort permitted to Local Authorities to encourage technical education. My noble Friend has invited me to give an opinion upon this matter, but I am afraid my opinion is not of any great value, nor could it be taken on be-

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  half of the Department, because I have no jurisdiction in the matter. The only jurisdiction given to the Science and Art Department is upon three points. That is to say, if the Local Authority divides the money appropriated to technical instruction, it is the duty of the Department to see that the provisions made for the purpose under the section are sufficient. It has to decide whether the schools are qualified to receive such grants, or to participate in them, and as to the amount to be allotted to each of the schools in proportion to what they are doing; but not at all to interfere upon either of the points to which the noble Marquess has called attention. He will see, by reading Section 1, Sub-section D., that it is made clear that outside the District no grant can be made by a Local Authority, nor is there any provision in the Act, whether for giving money to individuals to carry them either into the district or out of it. It must be a grant to a society. Even though the Local Authority may not be qualified to establish a scholarship, or to take the steps with regard to instruction suggested by the noble Marquess, yet by agreement with the local institutions as to the money they will grant, it seems to me these things might be easily done. It is quite obvious that the Local Authority can assign the money in whatever way it pleases, so long as it does not infringe upon the proper use of those funds, as laid down in the Act of Parliament, but if it chooses to employ the money in scholarships, I presume it could do so. As to the two Departments, which my noble Friend seems to think gave different opinions, it seems to me they gave the same opinion, that they were in no position to give an opinion at all upon the questions put to them. Whatever opinion I may have formed myself upon the matter is of little value, because the point lies outside the purview of the Department over which I have the honour to preside. The Departments could give no opinion, inasmuch as the legality of the application of local funds in that way is open to argument, and as the point, when raised, must go before the Local Government Board auditor, it would be bettor for the Local Authorities to take legal advice before giving grants for the purpose of such instruction. If I were to give an
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  opinion upon this subject, I do not hesitate to say that it would not be of any real value, and that it would not help the noble Marquess at all. I think all noble Lords who have held office in the public Departments of this country, will agree that it is not the duty of the officials of Departments to take opinions for those outside, where the Department itself has no authority to intervene. If I bad authority to decide these questions, it would be my duty to take the opinion of the law officers, and to do the best I could to form a judgment upon the matter. But the duty lies outside, upon the Local Authority. The Local Authority runs the risk of having to come before the auditor of a Government Department, and, without the least wish to interfere with the Local Authorities, we must call upon them to protect themselves, from a legal point of view, in any course they may think proper to take. I say that the more confidently because the carrying out of this Act is not put under the Department over which I preside, but belongs rather to the Local Boards who are called upon to administer them.

COMPANIES (MEMORANDUM OF ASSOCIATION) BILL.—(No. 67.)

  SECOND READING.
  Order of the Day for the Second Reading read.
  LORD BALFOUR OF BURLEIGH*LORD BALFOUR OF BURLEIGH: My Lords, in moving the Second Reading of this Bill, I shall not occupy many minutes, because the Bill itself, though of considerable importance, is not of great length, and will not require very much explanation. Its object is to allow a Limited Company, incorporated under the Limited Liability Acts, to alter its Memorandum of Association within certain limits. The necessity for such a measure arises from the difficulty which is experienced in getting the most necessary alterations made in a Memorandum of Association of a Limited Company, even when the shareholders are unanimous. Requests for permission to make such alterations come, from time to time, before both Houses of Parliament in the form of Private Bills, because it is only by the authority of Parliament that alterations in the Memorandum of a Limited Com-

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  pany can be made, with some slight exceptions. It is, of course within your Lordships' knowledge, that to get an alteration, a very simple alteration, perhaps, made in a Memorandum in this way is both expensive and troublesome. I am far from saying there should not be some trouble, if not some expense, necessary before an alteration should be permitted to be made in the Memorandum of Association of a company, which is an important document and one to be treated with great respect. It is not to be lightly altered, or altered to the prejudice of those who, upon the faith of it. have taken shares in a company. But the point I wish to put before your Lord-ships is that the present state of matters imposes undue and unnecessary difficulty and undue and unnecessary expense in getting oven the simplest alteration made in a Memorandum of Assosciation. Now, no alteration in a Memorandum of Association of a company can be made except as provided in the 12th section of the Companies' Act. 1862. The provisions of that section are to the following effect:—
  "That if any Company limited by shares desires to modify the conditions contained in its Memorandum of Association it can do so if authorised by its regulations as originally framed or so altered by special resolution; hut the purposes of the alterations which is proposed to be made in the Memorandum of Association are limited to the following matters:—'The capital may be increased either by the issue of new shares, or, if desired, fully paid-up shares may be converted into stock;'"
  But with that exception, and save as therein provided, in the case of change of name no alteration can be made by any company in the conditions contained in its Memorandum of Association. it is, therefore, the law at the present time that the objects of a company, as first stated in its Memorandum of Association, cannot be departed from, except as I have mentioned. In other words, the Memorandum of Association is the charter of the company, and no alteration can be made in it, however much it may be for the good of the company, or however anxious or unanimous the shareholders may be in their desire to effect the alteration. My Lords, I may be allowed, perhaps, to quote two sentences, one from the judgment of the late Lord Cairns in giving a decision in this House in the case which is the
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  leading authority in these matters, where he uses these words—
  "A Memorandum cannot be so qualified by the articles as to give power to extend or change the business or objects of the company by a special resolution;"
  and the noble Earl opposite (Lord Selborne), in giving judgment in the same case, said—
  "The Memorandum of Association is, in fact, the fundamental and, except in certain specified particulars, the unalterable law of the company which is incorporated by it."
  Now, as I have said, if it is necessary for a company to make even the simplest alteration in its Memorandum of Association it often happens that the expense and trouble are out of all proportion to the value of the alteration itself or the benefit to be obtained by it. This, my Lords, is not a new matter. It has been before Parliament on a previous occasion, and last year Parliament appointed a Joint Committee of both Houses to consider it. That Joint Committee was composed of Members of your Lordships' House and of the House of Commons, whoso names will, I am sure, command the confidence of all. Prom this House there were appointed the Lord President Earl Morley, Lord Herschell, Earl Crawford, and Lord Hillingdon; and from the other House Mr. Courtney, Mr. Bristowe, Mr. Haldane, Mr. Baikes, and Sir Horace Davey. That Committee deliberated upon the matters referred to it and reported unanimously that it was expedient power should be given to companies to alter their Memoranda, of Association or Articles of Association within certain limits, which they described, and always subject to the approval of the High Court in England and Ireland, and, if in Scotland, to the consent of the Court of Session. My Lords, the limits which the Select Committee recommended should be imposed upon alterations are that every Member of a company, who by himself or by his authorised agent, has expressed dissent from such resolution, at any meeting held for passing the same, and every holder of debentures or debenture stock, or any class of persons whose interests will, in the opinion of the Court, be directly affected by such power to alter may appear before the Court, and be heard in regard to sanction being given to the Resolution

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  which has been passed. The Committee recommended that those two conditions should be imposed in cases of alterations being made. The first is that where the alteration has reference to the object of the Memorandum of Association, the new object shall be "cognate" or "ancillary" to the present objects of the company; and the second recommendation is that the application for the proposed alteration shall be based upon circumstances which have arisen since the registration of the company. In the main, this Bill carries out the recommendations of the Committee. You will find in the 1st clause a power given to the company to pass a special Resolution for altering the provisions of its Memorandum of Association. Before that alteration can take effect, the consent of the High Court in England and Ireland, and in Scotland of the Court of Session must be obtained; and before that consent can be given it is necessary that the Court shall be satisfied, in the words of the clause, that the new or extended objects are cognate or ancillary to the objects, or some of the objects, of the company as expressed in its Memorandum of Association. I think the provision will commend itself to your Lordships that the alteration shall be for kindred objects only; and so careful have the framers of the Bill been to accept the recommendations of the Committee that they have taken them exactly in the words in which the Committee gave them. My Lords, I should be perfectly willing that the words of this section should be carefully scrutinised in Committee, and I should hope that the noble Lord opposite, who was Chairman of that Committee (Lord Herschell), will be able to guide us as to whether the proviso as to the extension of powers being for "cognate" or "ancillary" objects is sufficiently legal phraseology to be adopted in the Bill and passed into an Act without some words of limitation or explanation ensuing upon them. But as the Committee was a joint one of both Houses of Parliament, the object has been to adhere as strictly as possible to the language of the recommendations of that Committee; and in the form in which I now present it to your Lordships it has passed the other House of Parliament after careful scrutiny in the Grand Committee. Then, my Lords, the other provisions in the Bill are that Lord Balfour of Burleigh
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  sufficient notice shall be given to every holder of Debentures and to every creditor that changes are proposed, and that they shall have the right to appear and object before the Court. There commendation of the Committee that the application shall be based on circumstances which have arisen since the registration of the company was placed in the Bill when it was before the other House of Parliament, but was deleted in its passage through that House because it was thought that the expression was too vague to be a real safeguard, and that, on the whole, it was better that it should not be made permanently the law. There is one other clause in the Bill upon which I think it necessary to say a few words, and that is the 2nd clause as to giving certain powers. That is a clause which was introduced into the Bill in the other House of Parliament, and the object, as I understand it, is to supply power to make new alterations in a Memorandum of Association, which would remain impossible after the passing of this Bill if that power were not given I venture to think it is right that the power which is given in this clause should be given, though not perhaps exactly in the words in which it now stands. The clause has not been framed by the Board of - Trade; it was inserted, as I have said, in the other House of Parliament, and I think the wording of it will require to be somewhat carefully examined in Grand Committee of this House if your Lordships are willing to give the Bill a Second Reading and to refer it to the Committee. I think one change which may be required in it may be that the alterations dealt with in the 2nd schedule should, like the other alterations, be made only with the sanction of the Court, and after full opportunity has been given to those interested of being heard. I think in that or in some other way that section may be amended so as to bring it into harmony with the other provisions of the Bill. I do not know that any other point requires discussion at this stage. If your Lordships will give the Bill a Second Reading, I propose to refer it in the usual way to one of the Committees for consideration. As there are many Members of the House who are better qualified to judge of the legal aspects of the measure than I can hope to be, I trust they will

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  give it their attention. My Lords, I beg to move the Second Reading of the Bill.
  LORD HERSCHELL LORD HERSCHELL: My Lords, with regard to the main object of this Bill, I have only to add a few words upon one point with regard to what the noble Lord who has moved the Second Reading has said, that it carries out the recommendations of the Joint Committee of last Session with an exception which I have no objection to. It has, indeed, been suggested by many of those who are in favour of the objects of this Bill that it might be desirable to give an alternative for the procedure under the Bill, and that there are many cases in which the Board of Trade might very well deal with the matter instead of its being left to the Court; that the application to the Court involves considerable expense and delay, and, therefore, that you might give an alternative power of applying to the Board of Trade unless they thought it was a case which ought to be referred to the Court. I think that is a suggestion worthy of consideration; but, of course, it would be an important change which, as it has only been recently suggested, I am not at present prepared to advocate. Still, I think it worthy of consideration. The only other clause to which I need refer is that which the noble Lord opposite has mentioned. I do not think those who framed the Bill can fully have foreseen all the results which will flow from it, because, as it is worded, it would give an interested majority of the shareholders power to prefer themselves by a special resolution, because they might be able to carry the requisite number with them, both as regards the payment of dividends and the repayment of capital. For example, as far as I can see, supposing you had Preference shares and Ordinary shares in a company, and the Ordinary shareholders could obtain a majority of three-fourths, which would not be an impossible case, they might give themselves a preference over the Preferred shareholders, because the Bill provides that any company may, by special resolution, affix preference in payment of dividends to any of its shares. Of course, that could not have been intended, and it is obvious that that clause will need some limitation. I am not sure that I quite
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  understand the exact class of cases which it is intended to provide for. Perhaps, if I understood that more fully, it would be easier to suggest the necessary qualification; but as the clause at present stands, its scope, I think, is wider than can have been intended by those who introduced it into the measure.
  THE EARL OF MORLEY*THE EARL OF MORLEY: I am extremely glad that Her Majesty's Government have been able to introduce this Bill. I think the object in view is a very desirable one, and the Bill will relieve Parliament from the necessity of passing extremely anomalous and inconvenient Bills. As the noble Lord who moved the Bill has informed your Lordships under the present law with regard to companies, their memoranda are unalterable, except in certain defined cases, and the only way in which a Limited Company, not a Parliamentary Company, has of doing so, is by a private Bill introduced into Parliament. The inconvenience of that has been felt for many years, and I think the House will agree that it is extremely undesirable that Parliament should interfere, except where absolutely necessary, with regard to Public Companies, which are not Parliamentary Companies. The whole jurisdiction over Joint Stock Companies is with the Courts of Law, and not with Parliament; and I am extremely glad that Her Majesty's Government have introduced a Bill which will extend that jurisdiction under certain well-defined conditions to the alteration of Memoranda of Association of such companies. I ant also glad to find that the noble Lord who moved the Second Reading of the Bill and the noble and learned Lord behind me have called attention to Clause 2 of the Bill. I think the clause as it at present stands would be extremely dangerous, to say the least of it; and I hope it will be thoroughly considered in Committee before any such power is given to companies. At any rate, I would suggest that such power should not be given as to capital orshares at present issued. It might be possible, as in railway legislation, that power should be given to divide capital into Preferential and Deferred when a certain amount of it has been paid up; but that is a matter for the consideration of the House in Committee. I would also suggest, for

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  the noble Lord's consideration, whether it might not be possible to, in some directions, extend the scope of this Bill, and under the same restrictions as are imposed where a Memorandum of Association is to be altered; whether it would not be well to give power to amalgamate companies. Occasionally Private Bills are introduced for this purpose, and I think it might be well here to give powers to do that in the High Court There are one or two other small matters for comment, but they are rather for Committee than for the House; but the Bill itself, as the noble Lord has stated, is in strict accordance with the recommendations of the Joint Committee of last year, and I sincerely hope it will become law during the present Session.
  LORD BRAMWELL*LORD BRAMWELL: I am not going to say a word against the intention of this Bill, but I desire to make one or two remarks upon it. It is a strong measure that when a man enters into a particular business he should be made a partner in another. A man enters into partnership with a number of people, the form of the partnership being a Limited Liability Company. That partnership is for the purpose of carrying on a particular business, and the proposal of this Bill is that power shall be given to make him a partner in a different concern, that is to say, in the old business that he had agreed to join, with such addition to it as the majority of the shareholders may desire, and which the Court may think reasonable. Now I cannot help thinking that is really rather a strong measure. A man is to be made against his consent a partner in a business which he may dislike very much, which may be opposed to his own particular interests, and which may possibly go against his conscience, for it may be that the additional business is the sale of intoxicating liquors, or what not, which he may object to. Now I do think, whatever may be his reason for objecting, that a man should be enabled to get out of the new partnership; he should not be compelled to be a partner in a business which he had rather have nothing to do with. It is true that the Court has power to grant it in such terms as may be thought fit; but the Court, for anything I know, might not accede to this
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  sort of objection which I am now taking: that would be wrong, and we should not give the Court the power of doing wrong. Your Lordships may think it a reasonable thing that a man should be at liberty to get out of the new business, and perhaps the noble Lord who has charge of this Bill will take that into his consideration. It may be said he can get out because he can sell his shares. But perhaps he cannot sell, because there may be no market for them, or they may be worth less than nothing, I think there should be some provision made by which a dissentient partner should be at liberty to retire from the firm. That is one matter which I wish to suggest for the noble Lord's consideration. The other matter is this: I do not find any procedure laid down in the Bill for making application to the Court. I do not see what step is to be taken for that purpose, whether any summons is to be issued, whether any notices are to be served, or whether there is to be any advertisement. Perhaps the noble Lord will think it right that there should be some arrangement made about that matter also. I have only one word more to say, my Lords, and that is that I entirely concur in the criticism which has been passed by everybody upon Clause 2. It is impossible in reason that it can stand as it does.
  Bill read 2a (according to order).
  LORD BALFOUR OF BURLEIGH*LORD BALFOUR OF BURLEIGH: In moving that the Bill be referred to the Committee on General Bills I should like to explain, with the view of endeavouring to meet what has been suggested at this stage, that I have entered into communications with the noble Lords who are Chairmen of Committees, and it has been explained to me that the Committee on Law has four or five Bills before it, while the Committee on General Bills has scarcely any, and that, after all, this matter is in great part of a general nature, as well as partaking of the nature of a legal measure. If it is thought that the Committee on General Bills is not strong enough in legal talent, I would venture to suggest that one or two of the legal Members of the House should be added to that Committee, rather than that all the Bills of a legal nature should be concentrated in the Committee on Law,

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  which would cause an amount of delay and the inconvenience which the other course would prevent.
  LORD HERSCHELL LORD HERSCHELL: I quite agree with the noble Lord as to this Bill being-one upon which legal opinion may well be brought to bear; but the fact is, that that may be said of so many Bills that it is difficult to discriminate between those that must go to the Law Committee and those that may go to the Committee on General Bills. We should endeavour, as far as possible, I think, to distribute the work of the House between the two Committees, and to avoid throwing it all upon one. This, after all, is really a matter of trade, and the legal opinion is only wanted to assist in putting it in proper form. I think the difficulty might be got over by adding some of the legal Members of the House to the Committee on General Bills for the purpose of this Bill being considered there, the General Committee having certainly more leisure at present than the Law Committee.
  Bill committed to the Standing Committee for General Bills.

SALE OF PICTURES BY LANDSEER.
THE EARL of WEMYSS*THE EARL of WEMYSS: Before your Lordships adjourn, I desire to mention an urgent matter of which I was unable to give notice. I wish to draw the attention of the noble Marquess the Prime Minister to a sale of pictures and objects of art which commences on Saturday next. Among those works of art are some pictures or studies of game, live and dead, and of other animals by Sir Edwin Landseer. They were done when he was at his best, some 40 years ago, when he was a great friend of, and lived so much with, Mr. Wells of that period. I venture to say, my Lords, that these works are unequal ed in their beauty; there has been nothing like them at any former time, and I do not think there will be anything superior to them at any time to come. They have all the minuteness and accuracy of photographs, but having infused into the photography the living genius of that great artist. The coloring is seen as through his poetical eye—the coloring of nature. My Lords, I do not propose to discourse on the merits of Sir Edwin Lanseer;
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but I will only say that in 1885, when J had the honour of being sent to the Paris International Exhibition as one of the British Jurors, the gold medal was on that occasion unanimously given to Sir Edwin Landseer as representing the highest form, as the judges considered, of British art. I think it would be a thousand pities if these pictures should not be purchased for the British nation. They are 18 in number, and it might not be thought necessary to buy them all perhaps. The pictures in the National Gallery consist, at present, of what are called the "Old Masters." It is, perhaps, rash of me to give an opinion; but having seen many of the great Picture Galleries of Europe, I believe that the collection of Old Masters in the National Gallery of Great Britain is already the finest anywhere. I think we might now very well stop purchasing Old Masters, and that when the occasion arises we might endeavour to add what is so much wanting in our National Collection, examples of the British School of past art. I venture to think this is so favourable an opportunity for doing so that I would call the attention of the Prime Minister to that matter; and I am perfectly certain, from what I have heard stated of these pictures, that their purchase would give immense satisfaction to all who are interested in art in this country. I would urge any of your Lordships who may be able to take the opportunity presented to you before the sale to go and see these beautiful works of Landseer, which are now being exhibited with other objects of art.
THE MARQUESS OF SALISBURY THE MARQUESS OF SALISBURY: This is rather an unusual subject of deliberation for your Lordships. My noble Friend only gave me an intimation of his intention to bring forward this matter as I entered the House. I have not, therefore, been able to obtain from the Chancellor of the Exchequer any statement as to those considerations of a more vulgar and prosaic character which, unfortunately, must be taken into account in deciding upon this question. Twill, however, bring the matter before my right hon. Friend, and the Government will form such decision as the circumstances seem to direct. But I hope the effect of my noble Friend's passionate and striking eulogy, uttered in the presence of several

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people who are quite competent to buy these pictures themselves, will be to ensure a large attendance at the sale for the purchase of all the pictures for the purpose of being presented to the nation.

BILLS OF SALES BILL.—(No. 51.)
House in Committee (on Re-commitment) (according to order); Bill reported without amendment; and to be read 3a To-morrow.
House adjourned at twenty minutes before Six o'clock, till To-morrow, a quarter past Ten o'clock.