There is yet another opinion, that commandite partnerships might be permitted in the connexion between houses here and branch houses in the colonies. As a mere matter of public policy in favour of the advancement of the colonies, it might be advantageous to the colonies, but could it be honestly permitted upon that ground? No doubt the colonies would be benefited, if matters were carried on with a free and open hand, just as America has been benefited at the expense of England. But who is to pay for these benefits? If the projects and concerns conducted in the colonies succeed, the parties who are to reap the direct profits are of course the projectors and partners in commandite. But if they fail, who is to pay the loss? Why, the partners to the extent of their subscriptions, perhaps, about one-fourth, and the rest must be borne by the creditors; for the partners in solido are commonly men of straw. In fact, there is no reciprocity in this system of commandite; for if the balance comes out upon the credit side of the profit and loss sheet, it is to be divided between one set of parties; and if it comes out on the debit side, it is to be divided among another set. In short, the system of commandite appears to me to be something very nearly approaching to a fraud.

I would not be understood to apply this to every joint-stock company with restricted responsibility. There are certain undertakings of public utility in which it is necessary to admit shares, with a limited. responsibility of the shareholders. Without such a system, canals, railroads, bridges, and other public works could hardly be constructed. But these are very different matters, or at least ought to be con

ducted upon a very different plan, from any trading partnership. Instead of speculating and running into debt, they ought to be conducted upon the plan of simply calling for an instalment and spending it, and then calling for another; so as to be altogether a ready-money concern. But a trading company with limited responsibility, is a matter that, I am at a loss to reconcile with any sound principles of policy.

But little allusion has hitherto been made to the accounts of joint-stock companies, nor is it necessary, as their accounts must of course be similar to those of any other house, except the anomaly above mentioned of sharing the profits among any set of men, and dividing the losses among another. So long as the company is solvent, the accounts will be the same, and the profits shared among the partners; but when the concern becomes insolvent, an accountant, finally making up the accounts and balancing the books, may save himself the trouble of looking after the partners, and may at once debit the creditors with the loss, or, in other words, declare a dividend among them.

Commandite has hitherto been granted in England as a privilege, either by charter from the crown, or by act of Parliament.

"These bills," says Mr. Ker, " may be divided into four classes :

1. Those which confer merely the power of suing and being sued. 2. Those which confer, in addition, the privileges of restricted responsibility.

3. Those conferring, in addition, peculiar powers, such as to purchase land, &c., but not such compulsory powers as are contained in railroad, canal acts, &c.

4. Those conferring, in addition, compulsory powers." Mr. Kerr continues: "Now, with respect to the

whole of the first class, all question as to them will be removed by the bill proposed below [which passed as the act 1 and 2 Vict. c. 73]. With respect to the second and third classes, it is now in the power of the crown, either by a charter of incorporation or letters patent, to grant all the privileges required; but the difficulties which arise with respect to charters, and as to the construction of the powers to be granted by the Patent Act, 4 and 5 Will. IV., c. 94, together with the expense attending the application for letters patent, is, in a great measure, the cause of driving parties to Parliament for bills to grant powers, which the crown has already the authority to confer.

"This inconvenience, it is conceived, might be easily remedied by the introduction of a bill which should effectually remove all doubt as to the operation of the statute relating to the granting charters and letters patent, in which the powers to be granted in all charters or letters patent giving limited responsibility, &c. should be clearly defined and set forth, and so so that the several powers to be granted, all the conditions as to registry and transfer of shares, might be at once referred to in the letters patent or charter. This measure would leave to the advisers of the crown merely the consideration of the expediency of granting the privilege sought, without the inconvenience of considering in detail the effect of the different provisions which parties had inserted in the drafts of their proposed charters; it would have the effect, also, of very materially abridging the length of the charters or letters patent. And, further, by the powers and provisions being uniform, whenever it became necessary to submit them to judicial interpreta

tion, the decisions of the court would apply to the whole class, and would have the effect of forming an uniform system of construction applicable to all similar instruments."

The bill proposed has since been carried into effect by the Letters' Patent Act, 1 and 2 Vict., c. 73, enabling the crown to confer by letters patent all the powers but the compulsory clauses, to obtain which a bill must still be sued in Parliament. But the act is defective,

and an act to amend the Letters' Patent Act was brought in a few days afterwards, but failed; and it seems no letters patent have yet been granted under

the act.

To an act like this for facilitating the grant by the crown of the commandite privileges, I can see no objection, unless such privileges are unduly or inconsiderately granted; for it leaves the question in the right position, viz., the general rule unlimited responsibility, and limited responsibility the exception, a privilege to be granted only on sufficient grounds.

CHAPTER VII.

FIDUCIARY ACCOUNTS.

THUS far we have treated of the accounts of persons transacting their own affairs, and dealing with their own money. But there is another most important class of persons who are accountants for the property of

others.

Of these, stewards, receivers, committees, and the like, are intrusted with the income of other people's property; while executors, trustees, assignees, and, in some cases, mortgagees, are intrusted with the disposition of the corpus.

All these persons are answerable to the parties whose property they manage; and the courts of equity are the tribunals before which they may be compelled

to account.

A receiver is a person appointed to receive the rents, issues, and profits of land or other property; and to manage and take care of the estates and property of other persons, without power to make any disposition of the corpus.

Noblemen and persons of large landed property frequently, in addition to their land stewards, who