HL Deb 16 April 1985 vol 462 cc606-18

3.5 p.m.

The Lord Advocate (Lord Cameron of Lochbroom)

My Lords, I have it in command from Her Majesty the Queen and his Royal Highness the Prince of Wales that they, having been informed of the purport of the Insolvency Bill, have consented to place their prerogative and interest so far as they are concerned on behalf of the Crown and the Duchy of Cornwall at the disposal of Parliament for the purposes of the Bill.

The Parliamentary Under-Secretary of State, Department of Trade and Industry (Lord Lucas of Chilworth)

My Lords, I beg to move that this Bill be now read a third time.

Moved, That the Bill be now read a third time.—(Lord Lucas of Chilworth.)

On Question, Bill read a third time.

Lord Mishcon moved Amendment No. 1: After Clause 7, insert the following new clause:

("Communications with liquidators to be privileged.

.—(1) This section applies to any communication made between the liquidator and any person for the purpose of determining any matter under section 7 above.

(2) In any legal proceedings other than criminal proceedings a communication to which this section applies shall be privileged from disclosure in like manner as if the proceedings had been proceedings before the High Court and the liquidator in question had been the solicitor of the other person concerned.").

The noble Lord said: My Lords, the amendment now before the House is one that I believe the House will consider to be important. It will be remembered that at an earlier stage there was a short but useful debate on the subject of privilege. The noble and learned Lord, Lord Denning, made his usual helpful contribution to the debate of a specialist nature by indicating that in his view—and the House followed that view—it would be wrong for privilege to be there where such privilege would defeat the possibility of a trustee in bankruptcy ascertaining all the proper facts that ought to be before him. The noble and learned Lord, if I remember him aright, made it perfectly clear however that questions of communication by the trustee of that privileged information were of course an entirely different matter.

What we are dealing with in this amendment is a rather different matter. It is the question of communications with the liquidators when the liquidators are investigating the possibility of disqualification proceedings or indeed wrongful, unlawful, fraudulent trading—call it what you will. One of the things that may well happen is that, in directing inquiries to various persons who may have had dealings with the company, they will be deterred from giving information to the liquidator which would be vital to him—and which it would be right that he should have—by virtue of the fact that that communication would not be privileged. Therefore, the amendment, which I hope your Lordships will think is a useful one, is there to see that communications with liquidators in regard to matters of that kind are to be privileged. I beg to move.

Lord Denning

My Lords, I am afraid that I should not be any more helpful about this than I was about the other. You have to visualise the position when a company is wound up. A liquidator is appointed to inquire into its circumstances, to see who the creditors are, who are the debtors, and furthermore in this particular context to see whether the directors have behaved or misbehaved. For this purpose, the liquidator has to communicate not only with the directors themselves but with the creditors, the accountants, and all those concerned in the running of the company.

Then, after doing that under this clause, if he thinks there is a case for applying to the court for removal or disqualification of a director, he reports to the Secretary of State—that is, to the department. They are the people who apply to the court. The Secretary of State or the department applies to the court to have the director disqualified as being unfit for service.

The important matter is clearly the communications which the liquidator has with his informants, with creditors or directors, or whatever they may be. This amendment requires a lawyer to understand it. I am not sure that I understand it completely. But the effect is that the liquidator is to be the solicitor and he is to be, so to speak, the solicitor for the person such as the director whom he is interviewing in order to obtain information. The communications between him and that person are to be privileged from disclosure.

In our courts there is a well-known rule of legal professional privilege whereby all communications between a solicitor and his client are privileged from disclosure. They must not be disclosed to anyone, but kept completely confidential. They may not be disclosed even to the court. As I understand the amendment, the communications such as I have mentioned are to be in that category. No one is to look at them or to be allowed access to them because they are to be treated as subject to legal professional privilege. I think that if there were such a privilege as this, it would stop the liquidator's mouth, it would stop him from passing to the Secretary of State all the important matters that the Secretary of State ought to know in order to decide whether or not to institute proceedings. I do not think that there should be such confidentiality between the liquidator and those people whom he interviews or sees. It should not be the same as legal professional privilege. He ought to be able to put the report fairly and frankly to the Secretary of State, so that the Secretary of State can take proceedings to have the director disqualified, if he thinks fit. I am afraid I cannot support the amendment.

Lord Lucas of Chilworth

My Lords, this amendment is a further expression of the concern of the noble Lord, Lord Bruce of Donington, to ensure the confidentiality of the report to be made by the liquidator to the Secretary of State; a concern which I indicated at Report stage that the Government share. As on that occasion, I am not able to recommend that your Lordships accept the amendment by which the noble Lord, Lord Mishcon, seeks to meet that previously expressed concern.

The noble Lord proposes that where a liquidator communicates with anyone for the purpose of determining whether or not the director's conduct should be reported to the Secretary of State for the purpose of the consideration of disqualification proceedings under Clause 7, the liquidator is to be treated as the solicitor of the person, including the director concerned. That communication is then to be treated as subject to legal professional privilege in any civil proceedings that might follow.

My understanding of the nature and incidence of legal professional privilege is somewhat slight. All I need say is that in broad terms confidential communications between a legal adviser and his client may not, without the consent of the client, be given in evidence by the legal adviser in a judicial proceeding if made either to enable the client to obtain, or for the adviser to give, legal advice or with reference to litigation which is taking place or which was in contemplation by the client. The privilege is that of the client and the effect of applying it to the relationship between the liquidator and the person with whom he has communicated will be to give that person—I should emphasise that this can include the director himself—a right of veto over the liquidator making any practical use of the information communicated for the purposes of either disqualification or court proceedings, such as wrongful trading. The director then could simply prevent any civil action being brought against him. That I am sure cannot be right and I would suggest that the amendment is not the way to achieve the aim of the noble Lord opposite.

We are considering whether the report by the liquidator requires any protection from unauthorised disclosure over and above that which already applies by virtue of general law. I can assure the noble Lord that if such protection appears necessary, appropriate provisions will be introduced. On that basis I would invite the noble Lord to withdraw his amendment.

3.15 p.m.

Lord Bruce of Donington

My Lords, the noble Lord has correctly apprehended the desire which we feel to protect the position of communications made by the liquidator concerning matters that have arisen in the course of his investigations. It may be that the text of the amendment that has been put down does not fully accomplish the purpose behind it. The purpose as described by my noble friend is to provide for privilege from disclosure in any other legal proceedings, communications to and from the liquidator, made in the course of his duty to inquire into the conduct of directors under Clause 7.

I do not like to fall foul in any way of the noble and learned Lord, Lord Denning, on matters of this kind because he is a considerable authority on them and I am merely an accountant. If he had told me that the whole question was covered under the Rules of the Supreme Court, in particular Order 24, or had I had that assurance from the noble Lord, Lord Lucas of Chi!worth, I should have felt more reassured because it was rumoured in the course of my investigations that such was the case. Perhaps I may cite Order 24/5/5, which reads: Some classes of documents, although they must be disclosed in the affidavit of documents as 'relating to matters in question in the action,' are nevertheless privileged from production and inspection. These may be conveniently summarised as: (I) documents protected by legal professional privilege; (2) documents tending to criminate or expose to forfeiture the party who would produce them; and (3) documents privileged on the ground of public policy". If the noble Lord tells me that under that order there are already adequate safeguards as to the position of the liquidator, I shall be well satisfied.

The noble Lord will be relieved to hear that I shall not cite the actual paragraph under Order 24/5/14, where there are similar provisions relating to the protection of documents, tending to criminate or expose to a penalty". Once again if the noble Lord informs me that the amendment is unnecessary because the matter is covered anyway, I shall be well satisfied.

Your Lordships will pardon me if I say that in such matters and in such an area I am but a child. All I am seeking is enlightenment and if the noble and learned Lord, Lord Denning, could advise me further on my suppositions I should be greatly obliged. All we on this side of the House wish to do is to give some form of protection to documents of this kind.

Lord Denning

My Lords, as the noble Lord has invited me to say something I should say that the rules about legal professional privilege will remain intact. I do not say that they cover all the matters in the clause, but the rules about legal professional privilege will remain intact whatever is in the Bill.

Lord Mishcon

My Lords, this is a complicated technical matter and it is very difficult for one to carry a debate further on matters of this kind. One puts a point of view. It is right that the communications to which I tried to refer when moving this amendment should be carefully looked at with a view to seeing whether special privilege should be given to them. It seems to be the feeling of the House, if I may say so, despite the very worthy contribution of my noble friend, that no special privilege should be given to documents of this kind and that one would have to rely in civil proceedings upon the ordinary rules which regulate the question of privilege. I feel the view of the House; it is coming through very plainly to me; and in those circumstances I beg leave to withdraws the amendment.

Amendment, by leave, withdrawn.

Clause 9 [Responsibility for company's wrongful trading]:

Lord Bruce of Donington moved Amendment No. 2: Page 8, line 4, after ("step") insert (", which it was reasonable for him to take at the relevant time,").

The noble Lord said: My Lords, I beg to move the amendment standing in my name. This is an amendment dealing with Clause 9 of the Bill. It would perhaps be for the convenience of your Lordships if I drew your attention to an error in the printed form of the Bill as amended on Report. Correction slips have already been issued in respect of this but they may not have found their way into the copies which your Lordships may have before you. If one looks at Clause 9, on page 7, lines 29, 30 and 31, it will be found that, as at present printed, they are gobbledygook and completely meaningless because, owing to a printers' error, they found their way into this particular clause out of an earlier version of the Bill as amended in Committee. It is purely a setting-up problem.

As I say, the correction slip has been issued pointing out that on page 7, lines 29 to 31 should read: of the company, the court, on the application of the liquidator, may declare that that person is to be liable to make such contribution (if any) to the company's assets as the court thinks proper".

If one inserts those words, one finds then that subsection (1) of the clause makes sense.

Having said that, I would point out that the amendment I now bring forward is a comparatively small one dealing with line 4 of subsection (3) on page 8, seeking to insert after "step" the words: which it was reasonable for him to take at the relevant time"; so that the clause, if amended in this sense, would read as follows: The court shall not make a declaration under subsection (1) above with respect to any person if it is satisfied that after the condition specified in subsection (2)(b) above was first satisfied in relation to him that person took every step which it was reasonable for him to take at the relevant time, with a view to minimising the potential loss to the company's creditors as (assuming him to have known that there was no reasonable prospect that the company would avoid going into insolvent liquidation) he ought to have taken".

This particular clause and this subsection might in certain circumstances find themselves open to interpretation by the court. Indeed, that is why the legislation is drafted. It becomes the law and the Bench therefore can only administer justice within the ambit of that law as laid down by statute, on the assumption of course that it has not been modified by case law in the interim. If one is investigating the past affairs of a company, particularly in the rather unfortunate circumstances of a liquidation, and if the attention of the Bench is drawn to the conduct of the directors in question under this particular clause the Bench has to take a view.

With hindsight, everything ought to have been done. It is very easy for anyone—very easy for your Lordships, very easy for me—to make judgments on the basis of hindsight because, with the history of everything laid before one, it is quite clear that step A should have been taken by the directors; that step B or step C and so on should have been taken. The whole thing is abundantly clear and is illuminated. But is that really what the legislation intends? And if it does intend that, is it right? I ask that because, viewed at the time the particular steps ought to have been taken, it may not be quite such a simple matter as it appears when looking back over the history of the whole and within the context of the events that have taken place since. We can all be very wise after the event; and it is this particular aspect of the clause to which I venture to draw your Lordships' attention.

I will not extend the arguments any further beyond saying this—and I may return to this theme at a later stage in our proceedings. I invite your Lordships to consider that there may be a possibility (and I put it no higher than that) that the Government are using this Insolvency Bill to act as a discipline upon directors. If they are, I think that possibly the emphasis is wrong, that the place to deal with directors' conduct is already in the Companies Acts themselves. Very considerable rules and restrictions concerning the conduct of directors are already laid down in the Companies Acts and various other Acts—the Protection of Depositors Act, the Consumer Protection Act, and so on. To try to import too much into the Insolvency Bill may perhaps be a mistake.

I have put it in the best way that I can. I am well aware that I may be accused of trying, as it were, to make the lot easier for delinquent directors. I am doing nothing of the kind. But it would be a very great mistake if we allowed ourselves to tilt over the other way too far. Like your Lordships, I am in favour of the enforcement of law, but I am also—as indeed are your Lordships—in favour of justice being done. The object of this amendment is to try to see that that can be done in the unfortunate circumstances that arise.

Lord Denning

My Lords, I support this amendment. I think that the courts would probably read in "reasonable" anyway when it says that a man must take every step to do this, that or the other. The court would say that that means every reasonable step. That is in the clause about wrongful trading. But there is an even stronger argument. In the earlier clause, Clause 7, which deals with the disqualification of unfit directors, there are very similar words. They are on page 5 at line 33. There the words are: that person took every reasonable step open to him with a view to minimising". So there you have, in a very similar clause, the words: every reasonable step open to him with a view to minimising". Surely we ought to have the same words in this clause; otherwise we will have the lawyers saying, "Oh, they meant something different in this other clause". It is surely better to have the same concept in the same words in each of these parallel clauses. The words "took every reasonable step" are in Clause 7(3) and they ought to be the same in this clause. I support the amendment.

3.30 p.m.

Lord Meston

My Lords, I should like to support this amendment, which seems to me to add a valuable clarification to the words of Clause 9 and to be an aid to the interpretation of the clause. I thought that I had been very quick in spotting that Clause 7(3) referred to "reasonable step" whereas Clause 9 referred simply to "step", but the noble and learned Lord, Lord Denning, was ahead of me and I agree with everything that he said.

Lord Mottistone

My Lords, I, too, should like to support this amendment, which is a modification of my Amendments Nos. 16 and 17 which were moved on a previous occasion in order to bring Clause 9 into line with Clause 7. At the time my noble friend the Minister said that he did not think it was necessary to make the amendment because it did not change the sense. I invited him to consider that to talk about "every step" was too precise and demanded too much. The noble Lord, Lord Bruce of Donington, referred to the difficulties of retrospective consideration, when you can imagine all kinds of things that might have happened and which might not be reasonable at the time. This seems to me a very moderate alternative way of putting this particular phrase. I hope that the Government can be generous and accept it.

Lord Noel-Buxton

My Lords, I, too, should like to support the amendment as well as, as I did last time, my noble friend Lord Mottistone. The amendment is in substance the same as one which I put down at Committee stage. I spoke to it then and again on Report, and I do not propose to repeat today what I said on those two other occasions.

Lord Lucas of Chilworth

My Lords, I am most grateful to the noble Lord, Lord Bruce of Donington, for explaining the printing error on page 7, at lines 29, 30 and 31, and for drawing attention to the correction slip. This amendment, as we have heard, is very similar to Amendments Nos. 16 and 17 which my noble friends Lord Mottistone and Lord Benson put down on Report but which were later withdrawn.

I have listened carefully to the arguments advanced by all the speakers in favour of this amendment and I have to say that I do not find them convincing. I should like to deal with just one point raised by the noble Lord, Lord Bruce of Donington. He asked whether this part of the Bill was intended to discipline directors, to some extent, and the answer is, yes. Certainly one of the objectives of the Bill is to draw more sharply to the attention of directors their responsibilities, particularly in relation to their duties and obligations to creditors. So, in some degree yes, there is a disciplinary element in it. I could not possibly agree with him that this is the wrong Bill in which to include that purpose. Clause 9 is intended to allow the court to determine whether a director should make a contribution towards the assets of the company in order to compensate those who have lost money as a result of the actions of a director.

I do not particularly like to quarrel with the noble and learned Lord, Lord Denning, but on this occasion I feel I must, in that—I say this with great respect—I think he is making a mistake in accepting that the provisions of Clause 7 are for a purpose similar to those of Clause 9. The guidelines we discussed in Clause 7 are intended to assist the court and practitioners to decide whether a person's past conduct indicates that creditors need to be protected from that person's activities in the future. Clause 9, which we are discussing now, is concerned on the other hand with deciding whether a person's actions render him personally responsible for the loss to creditors. These are two somewhat different matters.

What the court is concerned to discover is whether, in a particular set of circumstances, the director took every step that a reasonably diligent man would have taken in the circumstances. In every situation different factors and circumstances will, I suggest, require different steps and it will be impossible to define these in advance and therefore to include them in any legislation.

Noble Lords have urged the acceptance of this amendment in order to prevent an unfair judgment being made with the benefit of hindsight, and being made to determine what steps a person should have taken when he first became aware that there was no reasonable prospect of the company being able to avoid going into liquidation. Quite frankly, we are satisfied that the courts are fully capable of employing the provisions of this clause to determine the steps which a reasonably diligent person, as defined by subsection (4), would have taken at the time.

Perhaps I may draw your Lordships' attention to that subsection. That provision requires every step to be taken which ought to be taken, and not any step which could have been taken. Subsection (4) sets out quite clearly exactly how the court can determine the circumstances. and perhaps I may quote from page 8 of the Bill. Clause 9(4) states: For the purposes of subsections (2) and (3) above the facts which a director of a company ought to know or ascertain, the conclusions which he ought to reach and the steps which he ought to take are those which would be known or ascertained, or reached or taken, by a reasonably diligent person having both—

  1. (a) The general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company; and
  2. (b) the general knowledge, skill and experience that that director has".
I have said on previous occasions that this subsection gives all the necessary guidance to courts and liquidators as to the steps which ought to have been taken. It gives guidance to directors, and my concern is that if the clause were to be amended in the way that is suggested, a director might assume, quite wrongly, that the additional words in some way indicate that it would be possible for him to do less than was expected of a reasonably diligent person. Acting on that assumption, he could in fact fail to act properly and could find himself having to contribute to the assets of the company.

It may or may not be of some comfort to the noble Lord opposite if I remind him that our minds are not totally closed on these matters, which we are keeping under review as part of the general consultation exercise which is taking place. If it is eventally decided that some safeguard needs to be built into the clause, the necessary amendment will be made.

I think that I have explained in some detail the reasons for the Government's view, dwelling particularly on the difference between Clause 7 and Clause 9 and emphasising the guidance which the courts already have within the context of this clause. Therefore I do not think, certainly at this stage, that the Bill should be amended in this way. I have suggested that we are continuing to look at these matters, and on that understanding, I would invite the noble Lord to withdraw his amendment.

Lord Mishcon

My Lords, I am reminded of the quotation "If not now, when?", having heard the noble Lord the Minister for the last 10 minutes or quarter of an hour put up a completely unnecessary defence—I say this most respectfully—by virtue of a brief that he has presumably received. Anyone exercising any discretion, having heard the speeches from all parts of the House, supporting this amendment, would have acted—and I use the word on purpose—reasonably, having regard to the time at which this debate took place: namely, Third Reading. That is exactly the sort of atmosphere that one wants to create in regard to looking at this amendment. There is no point in quoting Clause 7 and saying that there is a difference between Clauses 7 and 9. The fact of the matter is that we are dealing with words which import a judgment that has to be reached on the basis of what were the relevant facts and considerations at the appropriate time.

The whole point of this amendment—we think, and in all parts of the House it is thought, that it is absolutely proper that this provision should be in—is that under this Bill, in a case, where the director has behaved wrongly, the penalty for so doing shall be a personal liability in spite of the fact that he is a director of a limited company. That is an exacting penalty and a just one if the circumstances are right, but it is the duty of Parliament to see that the circumstances are clearly spelt out so that the court is in no difficulty at all.

The Minister seems to have forgotten that this clause actually provides that the court can exact this penalty in a winding up even if no application has been made. If the court sees fit, having regard to the circumstances before it, it can make a declaration of personal liability. All that this amendment says is that the court shall not make such an order if, looking at the time when certain decisions had to be taken, the director cannot be accused of not having taken every step which he reasonably could be expected to have taken.

Do we really want an argument before the courts that what this means is what Parliament has said? It does not say "every reasonable step". It does not say "most of the steps". It says "every step". One can well imagine the trouble that the court might be put to, with a complete waste of time, by somebody arguing that Parliament meant what it said. Parliament has said that it should be "every step", with the only saving words underneath "every step" being the words "that he ought to have taken". That is a very strict standard: "every step that he ought to have taken".

Surely, as every speaker in this debate has said, the proper wording in this clause is as the amendment says: which it was reasonable for him to take at the relevant time". Instead the noble Lord the Minister is saying, "Well, if in the light of experience or in another place we take the view that there shall be further safeguards, then we will consider it". As the noble Lord, Lord Mottistone, and others have said, we have had debates on words nearly related to this. There has been ample time for consideration. There appears—

3.45 p.m.

Lord Mottistone

My Lords, if the noble Lord will forgive me, I should like to say that one point that certainly did not occur to me until my noble friend the Minister spoke is that the qualification in Clause 9(3) about "step" exists in subsection (4), which makes a tremendous qualification of "step". The equivalent of subsection (4) does not appear in Clause 7. That is a substantial modification and perhaps there is no need for this amendment or the ones that I put down at Report stage.

Lord Mishcon

My Lords, woe unto the person who accepts the noble Lord, Lord Mottistone, as a support because he turns out on various occasions to be a rather wobbly reed! I have looked at subsection (4) and I invite the noble Lord, Lord Mottistone, if he would, to look at it again and then revert to his previous position, as I hope, of firm, stable support for what he said previously.

If your Lordships look at subsection (4) you will find that it does not have the protection that I seek to have, that my noble friend Lord Bruce of Donington seeks to have and that others who have spoken on this amendment seek to have. What does it say? It says that the steps which he ought to take are those which would be known or ascertained or reached or taken by a reasonably diligent person. Then there are two provisions. You have the general knowledge, skill and experience; and you have the general knowledge, skill and experience that that director has. You have a general test of skill, experience and knowledge; and then a particular test. It does not have in it the words which relate these facts, which the court has to look at, to the time at which they occurred. That is the addition that is made by this amendment. It is not in subsection (4).

I notice the noble Lord, Lord Mottistone, smiling in the way that he does. It is always so pleasurable to see it. I believe that smile is now one of conviction. If I have that conviction, before the noble Lord alters his mind I had better sit down. The noble Lord the Minister is asking for the opinion of the House to be taken if he does not accept—as I assume he does not accept—this amendment.

Lord Lucas of Chilworth

My Lords, with the leave of the House, perhaps I may say that I think the noble Lord opposite would not mind if I corrected him. He said that the court could make an order with regard to the director's contribution to the assets of the company. I am advised that the court cannot make a declaration of personal liability without there having been an application made. I do not want to repeat subsection (4) as the noble Lord opposite—

Lord Mishcon

My Lords, I am sure that it will be for the convenience of the House and the noble Lord the Minister if I were to interrupt him; otherwise I should not be so rude. I am grateful to him for allowing this intervention. It may be that in the mess-up of the type I have read something wrongly. If that be so, I am ready to withdraw that particular remark. But I have in my copy of the Bill the words: whether or not an application for such an order is made by any person". I have that at line 30 on page 7. If the noble Lord the Minister says that it is not now in—has it been removed?

Lord Lucas of Chilworth

My Lords, the noble Lord, Lord Mishcon's noble friend, spent some time in his opening remarks explaining to us that it was not in, and he read it out to us. If I may continue, the noble Lord opposite chided me for reading subsection (4). He did the same. I suggest to noble Lords, particularly in the light of what my noble friend has said, that there is a misunderstanding as to exactly what subsection (4) says. If I may draw your Lordships' attention again to that, I think you will find that there is no necessity for this amendment.

Lord Mishcon

My Lords, with the leave of the House, I would say only that, as the noble Lord the Minister so graciously pointed out, there is an error in the typescript. I myself had not fully corrected my copy of the Bill and I withdraw any statement made in regard to there being a declaration or order that the court could make without a specific application being made to it. But it in no way affects the burden of my argument.

3.50 p.m.

On Question, Whether the said Amendment (No. 2) shall be agreed to?

Their Lordships divided: Contents, 100; Not-Contents, 106.

Amherst, E. Denning, L.
Ampthill, L. Diamond, L.
Ardwick, L. Donaldson of Kingsbridge, L.
Attlee, E. Elwyn-Jones, L.
Bacon, B. Elystan-Morgan, L.
Banks, L. Ennals, L.
Barnett, L. Evans of Claughton, L.
Beaumont of Whitley, L. Ezra, L.
Beswick, L. Falkland, V.
Birk, B. Fisher of Rednal, B.
Blyton, L. Fitt, L.
Bottomley, L. Foot, L.
Bruce of Donington, L. Gaitskell, B.
Buckmaster, V. Gallacher, L.
Caradon, L. Galpern, L.
Carmichael of Kelvingrove, L. Gladwyn, L.
Chitnis, L. Graham of Edmonton, L.
Collison, L. Granville of Eye, L.
David, B. Grey, E.
Davies of Leek, L. Grimond, L.
Dean of Beswick, L. Hampton, L.
Denington, B. Harris of Greenwich, L.
Hayter, L. Porritt, L.
Houghton of Sowerby, L. Reilly, L.
Howie of Troon, L. Rhodes, L.
Hunt, L. Rochester, L.
Irving of Dartford, L. Ross of Marnock, L.
Jacques, L. Sainsbury, L.
Kennet, L. Saltoun, Ly.
Kilmarnock, L. Seear, B.
Kings Norton, L. Serota, B.
Kinloss, Ly. Shackleton, L.
Leatherland, L. Shinwell, L.
Llewelyn-Davies of Hastoe, B. Simon, V.
Lloyd of Hampstead, L. Stallard, L.
Lockwood, B. Stamp, L.
McFarlane of Llandaff, B. Stedman, B.
McGregor of Durris, L. Stewart of Fulham, L.
McNair, L. Stoddart of Swindon, L. [Teller.]
Mais, L.
Mayhew, L. Strabolgi, L.
Meston, L. Strauss, L.
Mishcon, L. Taylor of Blackburn, L.
Monson, L. Taylor of Gryfe, L.
Nicol, B. Taylor of Mansfield, L.
Oram, L. Tordoff, L.
Phillips, B. Walston, L.
Pitt of Hampstead, L. Wells-Pestell, L.
Plant, L. Whaddon, L.
Ponsonby of Shulbrede, L. [Teller.] White, B.
Wootton of Abinger, B.
Alexander of Tunis, E. Hives, L.
Allerton, L. Hood, V.
Belhaven and Stenton, L. Inglewood, L.
Bellwin, L. Kitchener, E.
Beloff, L. Lane-Fox, B.
Belstead, L. Lauderdale, E.
Berkeley, B. Lovat, L.
Boyd-Carpenter, L. Lucas of Chilworth, L.
Brabazon of Tara, L. [Teller.] Luke, L.
Caithness, E. Lyell, L.
Cameron of Lochbroom, L. Macleod of Borve, B.
Campbell of Croy, L. Margadale, L.
Carnegy of Lour, B. Marley, L.
Cathcart, E. Marshall of Leeds, L.
Clinton, L. Masham of Ilton, B.
Cork and Orrery, E. Massereene and Ferrard, V.
Cottesloe, L. Mersey, V.
Cox, B. Middleton, L.
Davidson, V. Milverton, L.
De Freyne, L. Morris, L.
Dormer, L. Mottistone, L.
Drumalbyn, L. Noel-Buxton, L.
Eccles, V. Nugent of Guildford, L.
Effingham, E. Orkney, E.
Ellenborough, L. Orr-Ewing, L.
Elliot of Harwood, B. Pender, L.
Elton, L. Portland, D.
Ely, M. Rankeillour, L.
Enniskillen, E. Reay, L.
Faithfull, B. Renton, L.
Ferrier, L. Rochdale, V.
Fortescue, E. Rodney, L.
Fraser of Kilmorack, L. St. Aldwyn, E.
Gardner of Parkes, B. St. Davids, V.
Gibson-Watt, L. Sandford, L.
Glanusk, L. Sandys, L.
Glenarthur, L. Savile, L.
Gowrie, E. Selkirk, E.
Gridley, L. Shuttleworth, L.
Grimston of Westbury, L. Skelmersdale, L. [Teller.]
Haig, E. Stockton, E.
Hailsham of Saint Marylebone, L. Sudeley, L.
Terrington, L.
Hankey, L. Teviot, L.
Harmar-Nicholls, L. Thomas of Swynnerton, L.
Harvey of Prestbury, L. Torphichen, L.
Harvington, L. Trefgarne, L.
Henderson of Brompton, L. Trumpington, B.
Henley, L. Tweedsmuir, L.
Ullswater, V. Whitelaw, V.
Vaux of Harrowden, L. Yarborough, E.
Vivian, L. Young, B.
Ward of Witley, V. Young of Graffham, L
Westbury, L.

Resolved in the negative, and amendment disagreed to accordingly.