rose, for the purpose of moving for leave to bring in a bill to repeal so much of the act of the 6th Geo. 1st cap. 18., commonly called the Bubble Act, as related to Joint-stock companies. He would shortly state to the House his object in introducing this bill. The act to which it related had of late excited considerable discussion in the courts of law and equity, and it appeared to be 1019 agreed on all hands, that its meaning and effect were altogether unintelligible. It was, in fact, impossible to ascertain what had been the intention of the legislature in passing that act. When, coupled with this fact, it was recollected, that the penalty imposed by the act, was, among others, that persons offending should be guilty of a præmunire,—that was to say, that they should incur the heaviest penalty for committing an offence against an unintelligible act of parliament—he thought he need state no more to induce the House to agree with him as to the necessity of repealing this act. But, there were other grounds which manifested that necessity still more strongly. From the year 1720, the year in which it was passed, down to the present time, Joint-stock companies had been formed for the most useful and laudable purposes, and many of them still existed. Some of them had been the means of acquiring great wealth to the individuals connected with them, and also advantageous to the public. Among them, the companies for the insurance of lives and property were the most eminent; and all of those, under the interpretation which was sometimes put upon this act, were said to be illegal. For the protection, then, of these individuals, it was highly expedient to repeal part of the existing law. He might be asked, whether it was his intention to propose any provision instead of it? And to this he must reply, that he had at first intended to do so, but that, after having very attentively considered the subject, he had been convinced that to do so would be at once difficult, unwise, and impolitic. The reasons which had induced him to believe that it would be inexpedient to legislate on this subject at all were, that up to the period of passing the Bubble act, although the commerce of the country had been extended to a very important degree, no legal enactments had been considered necessary. After the events which gave rise to this act in 1720, with the exception of a criminal prosecution, the nature of which was not very clearly understood, and which took place two years afterwards, no legal proceedings had been had under it, until ten or twelve years ago. It had, in fact, become a dead letter; and he had therefore a right to conclude that no such law was necessary. It could not be objected, in answer to this view of the subject, that it had not been exercised because it had 1020 accomplished the objects for which it was passed, because this had been done before, and companies were established shortly afterwards which had continued ever since. If any other hon. gentleman took a different view of the matter, it would be competent to him to bring in a bill for regulating companies in such a manner as he might think fit; but, he must be permitted to say, for his own part, that he did not think any such measure necessary. He would add, that he meant to insert in the bill he should bring in, a provision that it was not to interfere with any proceedings now depending in any of the courts, but that they were to be decided according to the law as it stood when those proceedings were commenced. There was another provision which he meant to add, with a view of facilitating the granting of charters by the Crown to companies for trading and other purposes. Under the charters as they were commonly granted, the persons incorporated were not individually liable for any of the debts of the company, but only so far as the corporate property extended. This circumstance caused considerable reluctance on the part of those whose duty it was to advise the Crown to grant charters. Persons wishing to form a company were therefore obliged to apply, in the first place, to parliament, for an act enabling the Crown to grant a charter, and afterwards for the charter, thus doubling the expense. To remedy this, he should propose a clause enabling the Crown, whenever application should be made for a charter, to insert in it a provision rendering any individual member of a corporation liable for the debts of that corporation, according to the judgment of the Crown in each particular case. Simple legislation had many advantages; he should not therefore substitute any act for that which he wished to repeal; for he thought it expedient that the Crown should have the power of exercising its discretion as to granting charters, and of modifying such charters according to the nature of the respective cases. He would now move, "That leave be given to bring in a bill to repeal part of the act of the 6th Geo. 1st, cap.18, and to empower the Crown to grant Charters of Incorporation."
approved of the motion, but feared that the learned gentleman's bill might encounter opposition in another place, from a learned lord who had already 1021 expressed his opinions on this subject. He regretted that the law, as laid down by lord Ellenborough, in deciding a case on this act, had not been adhered to; because, in his opinion, that decision sufficiently explained the act of parliament, and would have rendered the proposed bill unnecessary. A learned person in another House had uttered a general exclamation against all joint-stock companies. He supposed that learned person roust be completely acquainted with the laws; but if, in uttering his indiscriminate denunciation, he had spoken intelligently as a lawyer, it was palpable that he had spoken with the utmost possible ignorance, both as a statesman and a political economist.
§ Mr. Huskisson
said, that the proposition of his learned friend was one which he concurred in, because he was satisfied that the interests of commerce required the proper encouragement and. protection of joint-stock companies. When the gallant member said that if lord Ellenborough's decision had not been called in question, the proposed bill would not have been necessary, he showed that by the possibility of that decision being disturbed, it was highly expedient to have the law made certain. That decision was, that all companies not prejudicial to the public interests were legal. But, where there were so many companies, was it fit that this question should be left to the consideration of the jury ? Where persons had embarked large properties in a speculation, ought they not to be guaranteed by some secure provision of the law, instead of having their interests left to the eloquence of a counsel, or to the discretion of a jury? He had no reason to doubt that lord Ellenborough's interpretation of the law was correct; but the law itself was still left in a state of uncertainty, and the object of his learned friend was, to remove that uncertainty. The impulse which had recently been given to commerce, and which would in all probability be extended much further, called for some further protection than that which existed. The mere provision, that parties should sue and be sued was not enough, as the inconveniences which were every day experienced, abundantly proved. His learned friend, in bringing in this bill, had done that for which the commercial world and the whole community would be infinitely indebted to him. Parties would in future be enabled to enter 1022 into their speculations, without any other restriction than that which the Crown would exercise in pronouncing upon the utility and propriety of their designs. He trusted that the House would approve of the proposition, and he had no reason to believe that it would experience any opposition in another quarter which had been alluded to, because it was evidently calculated to do away with all the evils of the present state of things.
Mr. K. Douglas
was glad to see this subject engaging the attention of the House. There were several companies in Scotland, which had subsisted for many years under an impression that they were legal, and without the least notion that they were incurring the penalties of an act which had become a dead letter. In sonic recent cases, however, great inconvenience had been experienced by the parties, in consequence of the objections arising under this act.
said, that the bill he proposed to bring in, was for the repeal of the Bubble act, which applied only to England. He believed it was intended to propose measures in the other House respecting Scotland.
§ Mr. Denman
could not agree with his gallant friend, as to lord Ellenborough's decision, because it left the law just in this state—the persons composing a company were liable to be indicted, and there were two points to be decided; the first by the jury, whether the object of the company was beneficial or injurious to the public; and the second what interpretation the judge might think fit to put upon the words of the act. Both these points were, in his opinion, very unfit to be left either to judge or jury. Since the passing of the act, only two cases had arisen upon it, in which the jury had found that the objects of the companies were beneficial; but it was nevertheless a subject which, in its nature, admitted of so much variety of opinion, that it was unfit to be left to the decision of a jury. The act to be repealed was a specimen of the inexpediency of occasional legislation. It was not passed until after the evils which, it pretended to remedy were over, and at the end of a century it was the cause of serious inconveniences, to obviate which another application to the legislature had become necessary. As to the power proposed to be given to the Crown to grant charters, he questioned the propriety of it. 1023 Leave was given to bring in the bill.