Rent of Taxing Masters' Offices

Salaries to two Clerks of the Petty Bag Office, under 12 & 13 Vict. c. 110
Compensation to one Clerk of the Petty Bag Office, under 12 & 13 Vict. c.

110

Accountant General in lieu of brokerage, under 15 & 16 Vict, c. 87, s. 19
Increased Salary to some of the Clerks in the Accountant-General's Office,
under 15 & 16 Vict. c. 87, s. 39

Compensation for loss of Office and Profits, under 5 & 6 Vict. c. 103:
Two Six Clerks

Twenty Sworn Clerks

Two Agents to Sworn Clerks

One Clerk of Enrolments

One Deputy Clerk of Enrolments, Deputy Record Keeper, and Agent to
Sworn Clerk

Sealer

Messenger

Copy Money for writing and copying in the offices of the Taxing Masters,
Clerk of Enrolments, and Clerks of Records and Writs and expenses of
the various Courts and Offices, for stationery, coals, candles, servants'
wages, rates and taxes, and for furniture, &c.
Balance of Cash on the 24th November, 1853

773 1 11

2,700 0

2,184 13 0

34,436 6 0

8,445 13 6 16,577 11 4

£183,764 8 3

Fees received since, but included in previous Return as receivable
Fees received in the Masters' Offices

17,962 16 9 6,733 3 9

737 2 10

96 12 0 1,334 8 3

161 6 6

2,229 14 2

2,350 8 10 287 5 0 7,612 19 4

619 16 6

Fees received under Winding-up Act

Cash received from the Commissioners of Inland Revenue

Cash brought over from various Causes, Matters, and Accounts, in lieu of
Fees paid at Taxing Masters'

Cash brought over from Account of Moneys arising from Sale of Six Clerks'
Office

Surplus Interest brought over from Suitors' Funds, under 15 & 16 Vict. C. 87, s. 53

Interest brought over from Account of Moneys placed out to provide, &c., under 15 & 16 Vict. c. 87, s. 54

14,637 7 1

Cash received from the Accountant-General for Brokerage, under 15 & 16
Vict. c. 87, s. 18

Fees received by the Serjeant-at-Arms

Fees received by the Messenger to the Great Seal

2,982 9 1

6 14 0 7 18 7

£183,764

8

456

South Sea Company's Trust Bill-Meeting of Proprietors.

SOUTH SEA COMPANY'S TRUST

pany.

proprietors pro rata. It further provided, that
if any proprietor did not wish to withdraw from
the company, he should give notice to that
effect within three months, and, not giving
such notice, would be paid off. Trustees would
be considered as withdrawing unless they gave
Those who remain
notice to the contrary.
were to carry on business for the execution of
trusts, wills, &c., but were not to be considered
of 300,000l. was to be retained as a guarantee
executors in their corporate capacity. A capital
fund, and power was taken to dissolve the
company if they could not raise that amount
of guarantee. Alterations, it would be seen,
had been made from the Bill of last year, and
power was reserved to make further alterations
if necessary. This was a short epitome of the
Bill, and it would be seen that care was taken
to avoid the objections that had been taken
against the Bill of last Session. The chairman
concluded by moving a resolution to the effect
that the Court approved of the principle of the
proposed Bill, and requested the directors to
take the required measures, under the advice
of counsel or otherwise, for carrying it through
Parliament, with such modifications, altera-
tions, or amendments as might be suggested
by either House of Parliament, or as the direc-
tors might be advised to ask for.

A Proprietor asked why the directors had not applied for powers of executorship?

The Chairman said, that they had been advised not to do so, but the subject was still open for consideration. If they found that such powers might be obtained, there was nothing to prevent their being included in the Bill.

Another Proprietor observed, that there was now a new company applying for those powers, advertising every day.

The Chairman said, that in order to bring the business fully before the meeting, he had prepared a report describing the course taken with respect to their Bill during last Session, and indicating that which it was their intention to pursue now. The chairman then proceeded to read the report, from which The Chairman said, that he could not explain it appeared that the Chancellor of the Ex- the precise grounds upon which they had dechequer having brought in a Bill enabling clined to ask for those powers. With regard him to pay off the Proprietors of South Sea to the new company, the name of Patteson, Stock, the directors had caused the draft of which was connected with it, gave him every another Bill to be prepared for the purpose of confidence in its bona fide character. He bewinding up the affairs of the company, and of lieved that with proper management there would forming a new trust company for the execution be plenty of business for both. and management of various descriptions of Sir Moses Montefiore seconded the motion, trusts. This Bill passed the standing orders considering it to harmonise with the opinions of the House of Commons, which applied as expressed last year. He thought the Bill afmuch to any Bill for dissolving the company forded every fair facility for either withdrawing as to one including the new trust powers. The or remaining with the company. Bill passed the House of Commons on its own merits; but, when brought before the House of Lords, an opposition was raised by the Incorporated Law Society, and a petition presented against it, signed by eight members only. The result was, that the Bill was declared to be in violation of the Wharncliffe clause, and The Chairman said that the directors had was consequently lost. The directors had now been engaged in profitably investing the money caused another Bill to be drawn up, and lodged until the time came for dividing it; part at 3 according to the standing orders. The Bill per cent., and part in Exchequer bills. Another provided that the directors should have power object which they sought to carry out was that to sell and convert into money all the property of purchasing South Sea Stock at a fair price. and other effects of the company, and after paying off debts, compensating officers, pensions, &c., to divide the surplus amongst the

Mr. L. Mills wished to know how it was proposed to employ the capital of the company. He thought that the Bill should clearly define the mode of employment. He thought they were bound to show the exact sum they wanted, and to divide the rest among the proprietors.

With regard to the guarantee fund of 300,000l., that sum had not been named by an arbitrary decision of the Court, but on communication

South Sea Companys' Trust Bill-Meeting of Proprietors.

457

with the Government, as being a sum sufficient his own property, and never contemplated going to secure the fulfilment of trusts. He believed on ad infinitum, not knowing when his capital that it was a minimum and not a maximum was to be returned. This new trust might ansum, and that if business extended a larger sum would be necessary.

Mr. Mills said, he must press to have a specific sum mentioned. If they took 300,000l. as a guarantee fund, did they propose to divide all the rest?

The Chairman said he had named the specific sum, and the hon. proprietor had asked whether the rest was to be divided; but he did not seem to perceive that he would have the option to subscribe or not as he would think fit. All who did not subscribe, would receive their

share of the assets.

Mr. Mills was still unsatisfied. If 300,000l. was not sufficient, let the directors say what further capital was wanted. [The Chairman: No more.] Then was he to understand that all beyond that was to be returned to the proprietors? Was that to be a specific understanding?

Mr. Maude wished to know whether there were to be two funds-one to be used as caution-money, the other to be employed as the directors pleased, or in order to keep up that caution-money from time to time.

The Chairman said he understood the 300,000l. was to be a guarantee fund; but being caution-money, that sum must be kept up. It was obvious, however, that other funds would be necessary for a company like that for expenses, but as the sum would be comparatively small, he had not gone into details respecting it.

Mr. Maude - Supposing their assets to amount to 3,000,000, was all above 300,000l. to be returned to the proprietors?

The Chairman referred him to the Act empowering dissentient proprietors to withdraw, receiving their share of the assets. The funds of the company, he said, would be about 3,600,000l., and if left with the directors they would invest it.

Mr. Maude thought that the Act should restrain them to certain kinds of investment, and that they should have some sort of clause, as in the case of insurance companies, limiting them to the public funds, or railway debentures, mortgages, &c.

The Chairman-He was chairman of one of the largest insurance companies in London, and they had no such limitations. The most advantageous plan for the proprietors would be to leave them to settle such matters themselves at their general meeting.

Mr. Maude thought that the new Act should provide for the election of directors, and that they should not be obliged to travel 150 years back for precedents.

Mr. Hammond said he had moved the original resolution, from which he found the new Bill to differ materially. If the Bill of last year had passed, he expected to get his money in six days, but now it appeared there was nothing about it. They offered equitable terms, but he should like to have the management of

swer-very likely it would; but then the trust clauses might prevent the Bill from passing, and then where were they? On reading the clauses, he saw that those who wanted their money must give three months' notice.

The Chairman-The three months' notice would be required where proprietors wished to remain. Dissentients would be paid as soon as the money was collected.

Mr. Hammond said that the great object was to fix a date at which the money would be paid. He feard that the new scheme would turn out a fallacy.

Mr. D. Mocatta wished to know whether his money would be returned to him in its integrity, with the option of investing what he though fit in the new undertaking. He asked this question approving highly of the project.

The Chairman said the proprietors would have their money back and the option. With regard to Mr. Hammond's question, he would observe that the proprietors were not to consider themselves in the light of persons holding government security. They had obtained better income for cheaper stock than holders of consols, and must take the advantages with the disadvantages.

Mr. Hammond said that all he asked was his

right as a proprietor of South Sea Stock, and not to have his interests mixed up with the fate of an Act of Parliament which might never pass.

Mr. Parnell said, that all these difficulties arose from the attempt of the directors to infuse life into a dead carcase. Ever since the early part of the reign of George I., that company had been getting worse and worse, and no attempt would be successful in saving it from death. The only course, as it appeared to him, was to wind up the old lady's affairs, and to provide for those who were the witnesses of her last moments, give her a decent sepulchre, and divide the money bags. For his part, he would not invest 51. in the new company, he saw so many difficulties in the way. They would be perpetually over head and ears in law and difficulties, and poor people who entrusted their money would be embroiled in Chancery suits. They could not get on without a Chancery office, and that would be the fruitful source of constant litigation and delay. He submitted that the best plan was at once to wind up the affairs of the company, and he had come prepared with a proposition to that effect. It was in these words, "That the Bill intended to be submitted to Parliament in the ensuing Session be restricted to the sole purpose of winding up the affairs of the company, and that all that portion that related to the management of trusts be expunged." If the proprietors agreed to that amendment, they might get their money in a month, while, if they agreed to the directors' Bill they would expose themselves to all the short turns and delays of Parliament. He might be told he

458

South Sea Company's Trust Bill.-Review: Bowyer's Commentaries on Public Law.

could borrow on his stock at three per cent., but he had never been a borrower, and did not mean to begin now, especially of his own money. Besides such an act would preclude his entry into that room.

The amendment having been seconded by Mr. Morgan,

Mr. Ansell expressed his approval with some small reservation; and Mr. Mocatta suggested that the Bill should be divided into two parts, one for winding up, and one for the establishment of the new company.

doing anything without the consent of the South Sea Company.

Mr. Boothby cited several cases to show that in cases like the present the Court of Chancery would not grant an injunction.

The amendment was then put and lost, the numbers being-for, 19; against, 29.*

Mr. Ansell moved an amendment dividing the Bill into two, and giving precedence to the winding up portion.

Mr. Maude seconded the amendment, which was lost, the numbers being 18-26.*

The Chairman said, that the object of the directors was solely to carry out the wishes of Independently of the objections to this the proprietors; but it appeared that among Arrangement and Trust Bill on public the latter there was considerable difference of grounds, many of the Proprietors of the opinion. This might be done :-If, in the South Sea Stock themselves have great reapassage of the Bill through Parliament, it was son to complain that the Directors, in enfound that much delay was likely to arise from deavouring to monopolise the administration the insertion of the trust clauses, it might be left to the discretion of the directors to with- of private trusts, are delaying the winding draw the objectionable portion, and to pro- up of the affairs of the South Sea Company, ceed with that part to which consent was un- and preventing the proprietors from the receipt of their money.

animous.

Mr. Mills thought that the arrangement should be put on record, and not left to mere understanding.

Mr. Ansell said, he had gone carefully through the Bill, and found that only 94 lines referred to the winding up, and all the rest related to the trust company. If, therefore, the Bill were divided into two, a very small Bill would be sufficient to authorise the distribu

tion of the funds.

Amongst other provisions is the following very extraordinary one, affecting injuriously the holders of South Sea Stock

desire to withdraw from the company [in "That if any proprietor shall signify his other words to repudiate the Trust scheme], he shall not, after giving such notice, be entitled to attend any Court of Proprietors notwithstanding he shall not have received The Chairman said, it was too late to talk of his share of the assets." dividing the Bill into two. If proprietors were not willing to place confidence in the pledge of the directors, the only course left was to take a vote. If they found the trust clauses the affairs of the company; and a still furlikely to delay their Bill, they would withdraw ther delay has taken place in the present Session, for if the Bill had been shaped with reference only to the company's own affairs, it might have received the Royal Assent a month ago.

them.

Mr. Boothby (Director) said, that the resolution of last year empowered the directors to bring in only one Bill, and they had endeavoured to reconcile the interests of the majority with those of the minority. Delay had been much alluded to, but he believed there was a good deal of exaggeration on that subject. He had consulted the Parliamentary agents, and had been informed that the Bill might become law within two months after Easter. Would they then, to avoid this delay, encounter the risk and expense of proposing two new Bills, especially as, if one proprietor dissented, he must get his share of the assets? Mr. Parnell said, that the directors had no duty but to look after the affairs of the South Sea Company. This was a new project, and the proprietors were to be made the dupes of a minority. Perhaps the learned gentleman was aware that if his (Mr. Parnell's) amend

the trust powers, delayed the settlement of The attempt made last Session to obtain

NOTICES OF NEW BOOKS.

Commentaries on Universal Public Law.
By GEORGE BOWYER, Esq., M.P.,
D. C L., Barrister-at-Law. Stevens;
Ridgway, 1854. Pp. 387.

THE learned Author of these Commentaries is already well known as a commentator on the Constitutional Law of England and on the Modern Civil Law, and as having been Reader before the Honourable Society of the Middle Temple.

ment were lost, he might step over in the with great learning and ability of the Mr. Bowyer treats in the present work

morning to Lincoln's Inn and get an injunction restraining the directors from moving a origin and foundation of Law-Primary and step. He had taken very high legal advice, Secondary Natural Law-the Nature and

and he understood there was not the shadow

of a doubt but that if he filed a Bill, an in- The majority included the directors pre junction would issue to prevent the directors sent at the meeting, about 12 in number.

Review: Bowyer's Commentaries on Universal Public Law.

Spirit of Laws: Immutable Laws, Arbi-immunities of a sovereign prince in a foreign trary or Positive Laws, and the Legislative country were considered. Power-Nature of Public Law, Temporal and Spiritual-Diversity of Law and Politi-Monopolies (11 Rep. 85) is discussed on cal Institutions and the Conflict of Laws (7 Rep. 1) is full of points of Public Law, as, grounds of Public Law. And so Calvin's case Civil Societies or States-the Sovereign for instance, when it is held that the highest Power-the Judicial Power-Civil Govern- and the lowest dignities are universal; for, if ments-Compound States or Systems of a king of a foreign nation come into England States-Public Law of Things. by leave of the king of this realm, he shall sue and be sued by the name of a king, for he is a king here, whereas a foreign duke or other nobleman has no such privilege, but is a commoner here.