A great deal of stress has been laid on the fact, that in this country, where the Anonymous Partnership Act, 21 & 22 Geo. III. c. 46 (Irish), has been so long in force, very little advantage has been taken of it, and that the formation of so few firms under that act, which affords limited liability to dormant partners, shews most clearly how very little necessity exists for the general introduction of commandite partnershiptwelve only having been formed within the last eleven years. This Act is framed on the commanditaire system of France, providing for the limited liability of the dormant or anonymous partners, and for the conduct of the business of the firm by one or more acting partners, in whose names the business should be conducted, and who were to be liable in solido. It goes on to provide for the taking annual accounts, and registering memorials of the names of the partners, sums subscribed for, &c.; and with the few exceptions, to which we shall presently advert, it seems to us to form a very simple and correct ground-work on which to base legislation on this subject. The provision to which we except, and, which seems to us the principal, if not the sole reason why the public have not availed themselves of this Act, is contained in the sixth section, which enacts, that each of the anonymous partners may receive half, and no more, of his share of the profits, the residue to go to increase the capital of the company until the expiration of the term of the copartnership. Another reason why partnerships may not have been more extensively formed under this Act may be found in the excessive rigor of the fourth section which provides, that any partner who shall not within a year from the formation of the partnership, have paid in the full sum for which he has subscribed, shall forfeit the sum paid in by him on the execution of the partnership deed, such sum being one-quarter of that subscribed, that his liability shall continue, and that in case the trade should have turned out beneficial at the termination of the partnership, he may receive back his one-fourth without interest or profit. We are well aware that very strict measures should be taken, as well for the public protection, as for the sake of the other partners, to compel parties to pay in the sums for which they have subscribed: such a sweeping penalty, however, as the above, for non-compliance, does certainly seem a little stronger than the case requires, and is quite sufficient to damp considerably the ardor of any person seeking to enter into such a partnership. There is a further reason why a greater number of partnerships have not been formed under this Act which, odd as it may seem, strikes us as possessing some weight, and it is, that this law has been little, if at all, known, and that until very recently-since the publication_of Mr. Colles's pamphlet-the existence of the Anonymous Partnership Act was a secret to one out of twenty even of professional men, and to the general trading public nearly as much known as one of the old real property statutes. It is worthy of remark, that when the propriety of introducing the commanditaire system was considered in 1837, and communications had with some of the first commercial men of the day, the advocates and opponents of the proposed change, were nearly evenly balanced, while on the recent enquiry, in 1851, the great mass of authority and evidence was in favor of limited liability. Amongst the noblemen and gentlemen then communicated with, Mr. S. J. Lloyd (the present Lord Overstone) Mr. Thomas Tooke, Mr. Horsley, Mr. Palmer, and Mr. John Gladstone, were opposed to the change, while Lord Ashburton, Mr. G. W. Norman, the Hon. Francis Baring, and Mr. Senior, were favorable to the measure. From the minutes of the evidence given before the late Committee, 1851, and in the appendix, we find that, of fif teen witnesses examined, all men of considerable note and experience in trade, banking, &c., but two, Mr. Cotton, and Mr. Hawes, expressed themselves unfavorably towards the introduction of commanditaire partnerships. Of those who gave written replies to the queries addressed to them, Mr. Stuart Mill, Mr. Babbage, Mr. Holroyd, Commissioner of Bankrupts, Mr. G. R. Porter, Mr. J. M. Ludlow, Mr. Alderman Hooper, Mr H. O. Enthoven, Mr. Van der Oudermeulen, Mr. W. P. Mark, Sir George Rose, have all given as their opinion that, with proper care, the introduction of the commanditaire system would be productive of very great benefits; while on the other side we find but two-names, however, of very great weight, and men whose opinion should be listened to with the greatest respect-Lord Brougham, and Mr. Bellenden Kerr. Lord Brougham, in his answer, states that he had formerly been favorable to the introduction of the commanditaire partnerships, but that his opinion since then had been shaken-he might have added, in common with many of his other opinions. We may remark that his Lordship seems, at the time when he very penned this communication, not to have given the matter much consideration, and states his views with a brevity and seeming carelessness which are hardly just, weighing the importance of the subject. In fact, Lord Brougham is to be regarded as undecided in his opinion on the matter, rather than positively opposed to the measure. He states :-"On this important subject my opinion has undergone a very considerable modification, if not change. I formerly thought the introduction of the commandite would be beneficial, and both my late friend, Lord Ashburton, and myself, frequently broached the subject in the House of Commons, having often discussed it together in private. My own opinion since then was shaken by the able report made upon the subject by Mr. Bellenden Kerr, some fifteen years ago. I do not under take to affirm that no sufficient checks and guards (against fraud) can be devised. The commandite appears better adapted for a community which has moderate mercantile capital and concerns, than to ours, and would be more wanted, as well as more safe, in such a community." We agree entirely in this last opinion of his Lordship's, but, unless it is assumed that we have reached the acme of trade and manufacture in this country, and that anything further would be like "vaulting ambition," and "fall on t'other side," it does not follow from his Lordship's premiss, that commanditaire partnerships would be more useful in a less advanced community than ours, that, therefore, they would not be useful to this kingdom. Mr. Kerr thinks the limited liability inexpedient as regards trade and small local undertakings. He considers there is always a sufficiency of capital for all ordinary commercial and local enterprises. In this opinion we believe Mr. Kerr is, in most cases, correct, but it is quite another matter to procure the capital for the purpose, and we cannot see how the fact that the capital necessary for all these purposes is to be had, advances his case, if we find that money is not forthcoming. "In a country where there is not a sufficiency of capital for such purposes, the introduction of this (limited liability) would be beneficial, and it is mortifying to see that no one will bring the matter before Parliament as regards Ireland." We have to thank Mr. Kerr for the above statement, as it helps to confirm the correctness of our views on the Irish Anonymous Partnership Act, and the small number of partnerships formed under it. Now, it must have either entirely escaped Mr. Kerr's notice, or he thinks with us, that the restrictions and needlessly severe checks which the act contains, are quite sufficient to render it of little or no general utility, and he treats it, accordingly, as a nullity. Mr. Kerr then goes on to express his dislike to meddling with laws unless a very great amount of benefit were to be effected by the change, and he proposes, (admitting thereby, fully, the principle for which we contend) that the Board of Trade, or some Board with similar powers, should have authority to grant charters of incorporation to trading partnerships, on the principle of the joint stock companies. After thus providing charters for trading partnerships, he proceeds to consider the proposed measure as enabling the middle classes to invest their capital profitably,─"I do not think that experience shows that any joint stock company's undertaking on a small scale is likely to be very productive; and I think the probability is, that when capital is used in local enterprizes, not considered as hazardous, no great return can be expected." As to the latter opinion, from what we see around us, we consider that Mr. Kerr is correct in stating that local enterprises, when not hazardous, do not pay very well. It is not, however, only as a profitable investment for small capitalists that we include local enterprises as amongst those which are to be advanced by the introduction of commanditaire partnerships; but we advocate the application of limited liability to partnerships for such purposes more for the general convenience of the community. A profitable investment for small capitalists is but one of the objects to be effected, and it does not seem to us sound reasoning to select a particular class of enterprise, and say, this may not give good profits to the men who invest their capital in it, it is only useful to the community; or to another class, you are not about affecting any great public good or convenience, you are merely securing trade profits for your money. With respect to the prosperity of those small undertakings, concerning which Mr. Kerr expresses so much doubt, we rely upon the remarkable evidence of Mr. Bancroft Davis, when speaking of America, where this law is in full operation. Mr. Townsend, too, amongst others, tells us, that in France "it works remarkably well......nearly half the present manufacturers have commenced business having been commandités......And those firms have been successful in general." As we propose returning to this subject, we shall not now enter into the practical details of the question, or consider the checks and safeguards which would be necessary; or whether any, and what, limitations should be applied to the general introduction of commanditaire partnerships. Our object, for the present, has been to direct public attention to the matter, and to discuss the great principle as to the necessity for a change, rather than to dwell upon the particulars, and point out the manner in which such a change should be effected. For those who are anxious to inquire, in the mean time, further into the question, we recommend the perusal of the two pamphlets with which we head this paper. In them they will find very full and careful considerations of the matter, and much useful information and light thrown on this most important subject. ART. II.-DUMAS AND TEXIER ON MEN AND BOOKS. 1. Mémoires d'Alexandre Dumas. Tomes 14, 15, 16. Bruxelles: Meline, Cans, et Compagnie. 1853. 2. Critiques et Récits Littéraires. Paris Lévy, Frères. 1853. Par Edmond Texier. In a recent number of THE IRISH QUARTERLY REVIEW,* we analyzed the thirteen volumes of Dumas's Mémoires, which had, to that date, been published. The hero, the charming egotist, had conducted us to the outbreak of the French Revolution of 1830; he had made us acquainted with all the failures and successes of his career, and had introduced us to the most distinguished authors, and actors, of his country. In the three volumes from his pen, with which we head this paper, Dumas is occasionally as gloriously egotistic as ever; and places before the reader the portraits of Charles Dix, Louis Philippe, Thiers, Lafitte, Talleyrand, Casimir Perrier, and the other notables of the Revolution. And very strange portraits these prove, to all who have been accustomed to look *See No. X., June, 1853, pp. 193 to 229. |