the landing with secret rapture, though with feigned indignation; but soon threw off the mask and declared war against the coalition. His heroic and desperate attempt is picturesquely told. The whole narrative reads like a romance of chivalry. It failed, however,—he lost his throne, and compromised the cause of Napoleon.

The fourth volume recounts with tragic power the last desperate attempt of Napoleon to regain his empire, and is chiefly remarkable for an admirable narrative of the battle of Waterloo. This volume merits more attention than we have space to offer; but the whole work will shortly be before us, when we hope briefly to analyse the remaining volumes.*

Our notice is founded on the French edition, but the work has been published in this country under the personal superintendence of the author. It is issued in a cheap form, in order to prevent piratical competition, and is well entitled to what it can scarcely fail to obtain, a very wide circulation. The fanciful style of the binding is the only thing to be regretted in the English edition.

Ant. VI.—lhe 'En Commandite,' 'Anonyme,' and 'En nom Collectif Partnership, extracted from the French Code of Commerce (Articles 18 to 64); with an Appendix, illustrating the Liabilities of Partners under the French and English Systems. By Frederick M. Ilnmber. London: Effingham Wilson.

2. Partnership in Commandite. London: Effingham Wilson.

The English are an eminently vain-glorious people. Nothing can exceed their self-complacency when speaking of themselves as a nation. That they are

'The wisest, virtuousest, discreetest, best/

it would be heresy to deny, and waste of time to disprove. That they are the very light and centre of civilization, the especial sun of the social system, is verily believed by ninety-nine out of every hundred of our population. Intelligent foreigners, prepared to acknowledge the great blessings we enjoy from our Saxon institutions—the glorious Reformation—and, above all, the possession by almost every man of the sacred oracles of God

* Lamartim- is about to follow this work by a Ilistory of the i^reat revolution, prior to the reign of terror.

in his vernacular language, smile and slightly twirl their moustaches at our immoderate presumption. We are accustomed to feel more of astonishment than of humiliation when our ' crack' vessels are distanced by an American clipper; when the abolition of slavery, which it took us two generations to accomplish, was effected in one hour by one man in France; when the chief of our law reforms and our chancery reforms are not carried yet, though Romilly has been dead more than thirty years, and Brougham alive more than seventy :—the Code Napoleon being the work of a few months! Truly, if England be the sun of the social system, it has been slow in its rising; and when it does rise, we are compelled to confess that there are numerous and dark spots to be perceived upon it.

Foreigners—Prussian, Belgian, French, especially—point to our gorgeous establishment, where the working clergy starve, in order that the hierarchy may be ' clothed in purple and fine linen, and fare sumptuously every day.' They talk not only of the inequality of classes, but of the inequality of our laws, freeing Scotland from the compulsory maintenance of our establishment and saddling Ireland with it—the majority of the inhabitants of both being equally hostile; they ask us if it be our usual policy to reward successful'treason' with indemnity from all payments, and punish abject submission with unconscientious and antiprotestaut taxation. They say,' Is it wise, because one part of the united kingdom used their claymores with effect and " kept their powder dry," that another part, whose chief crime was excessive loyalty, but who got their powder wetted in the waters of the Boyne, shall ever have before them the encouraging results of successful rebellion, and be twitted and taunted, taxed and degraded, till they also can successfully rebel? Are these things wise?' And then they point to the fact, that the great majority of our population—should fashion or any other cause deprive them of the ordinary demand for their labour— are constrained, in order to procure the food necessary for subsistence, first to sacrifice their household goods, and then their liberty in an Union; deprived of the company of those who, through a toilsome and chequered life, have soothed and solaced them. But it is painful to carry the picture farther. Truly, indeed, our * social sun' has many dark spots in it! We may well take shame to ourselves that it is so, instead of glorying, as we commonly do, in our imagined superiority.

Travelling from Honfleur to Quillebceuf some years ago, and driven by a young Frenchman, or rather boy, a question was asked what the youth thought of the English? Taking the questioner to be a German, the reply was: 'Bah! the English are all robbers.' 'Robbers! What makes you think that?' 'How can I think otherwise ?' said the French boy,'they go into all the world and steal the land from the poor natives.' Did a blush arise? Silence did.

The wonders of the Great Exhibition ought to have largely diminished our national vanity. In artistic excellence we saw many surpass us; in science we were only second best. We were great in the utilities of life, it is true; but have we not a striking superiority in coal and iron over all our rivals? God has done more for us than we have ever done for ourselves; and among the chief things that we have not done for ourselves is to discover a mode equal to that of our neighbours of France, Italy, Belgium, America, &c., by which men of capital may combine together to carry out works of vast public good, adding largely to national and individual wealth, without being subject to sacrifice in the attempt • their last shilling and their last acre.'

Nothing is more dissimilar, or reflects to greater disadvantage the English character, than the difference in the law of partnership between ourselves and most of the civilized nations of the world.

It is curious to observe the immense amount of mischief and misery that must accrue before we consent to change any of our laws or customs. The country is still trembling from the effects of a railway mania up to 1845 and 1846, and a railway panic ever since, and yet we are prepared to maintain that both mania and panic resulted from our absurd laws of partnership.* Six or seven hundred banks have fallen, spreading ruin in every locality from precisely the same cause; and yet, the few others which have not been subjected to those laws of partnership, but are exempted from them by royal charter, have proudly reared, and still proudly rear, their heads in conscious security and triumphant success. Just contrast the steady prosperity of the three great Caledonian Banks, the British Linen Company, the Royal Bauk,and the Bank of Scotland,though in a poor country, with the hundreds of banks that have had but an ephemeral existence in England, a rich country. What is the reason? Simply this: the shareholders in the latter were liable to their 'last shilling and their last acre,' while the shareholders in the former were only liable to the amount of their shares. Adventurers, gamblers, schemers, who had little to lose, were quite ready that that little should be subjected to the law of unlimited

* The tricks played and sacrifices made by respectable men to get shares through ' stags' are almost beyond belief.

liability in the hope, by such a desperate risk, of doubling their stakes. Men of property paused rather than endanger the whole of their fortunes for the sake of some ten per cent, on perhaps a £100, or even a £1000 stock. But when a charter, or act of parliament, was granted of limited liability, and men of property saw that they could not lose more than the stock they took, they gladly came forward and invested their intended amount of capital, and thus the apparent anomaly is accounted for—that when a man's whole property is liable, the undertaking so often perishes, and creditors lose their money, while in almost every instance, when only a portion of his property is liable, the undertaking succeeds to the profit of the public and the security of the creditor. We know as well as JEsop the value of m bundle of sticks over a single one—but they must not be rotten sticks.

By the law of partnership in England every man is liable to the full extent of his property if he does any one of three things—viz., first, joins his name with another; secondly, joins liis capital with another; thirdly, shares profits with another. These laws can only be altered or modified by royal charter or act of parliament. They are imperative whether the interest intended to be taken be i'5 or £50,000. It is true, partners in trading companies or otherwise may execute a deed of settlement, by which they limit their liabilities, to the shares they intend to take, inter se, or among themselves, but such deed cannot be pleaded against a creditor, who may select, and generally does select, the richest he can find to sue; thus, the man of much wealth is the target behind which the men of less wealth, or of no wealth at all, hide themselves for safety.

By the law of partnership in France a very different state of things exists. Mr. Hamber, in bis brief but valuable appendix observes:—

'A, B, C, D, E and F contract a partnership under the French system, A, B, C, to be the managing or active partners, D, E and F to be mere holders of funds in the concern, and to take no part in the management. A, B and C would be responsible for all the engagements of the partnership, as partners en nom collect^, D, E and F would only be liable to the extent of their share in the firm as partners en commandite.

'According to the English law A, B and C, as active partners, and D, E and F as dormant partners (when discovered), woidd be individually liable to creditors for all the engagements of the partnership, without reference to the extent of their respective interests, and notwithstanding any deed between the partners to the contrary.

'When it is wished to form a company under the French system, the rules relating to anonyme partnerships must be observed.

'In such a society, duly established, the directors equally with the shareholders Jire partners en commandite, that is, liable only to the extent of their paid-up interest in the concern, the directors being only responsible to carry out the office they have undertaken.

'Such a company, formed in England under the English laws, would be in a directly opposite position. In this country, until the company have become incorporated under 1 Vict., cap. lxxiii., by Charter, Act of Parliament, or letters Patent, expressly limiting the liability of a shareholder, he is responsible individually, for all the debts and engagements contracted by the company. No provisional or complete registration under the Joint Stock Companies Act, 7 and 8 Vict., cap. ex., or deed of settlement, can effectually limit his responsibility.

* A registration under the 7th and 8th Vict., cap. ex., is necessary for the legal establishment of the undertaking; and this can always be effected, but the obtaining an incorporation by Charter, Act of Parliament, or Letters Patent, to limit the liability, is a work of time, and optional only on the part of government, and attended with considerable expense.

'Therefore, a person desirous of investing his capital in a small share of a private partnership, and of limiting his liability to that amount, cannot do so under the English system, but he may under the French; and if he be anxious to take shares in an English company under the present system, he cannot, though it be legally constituted, ascertain the extent of his liability, until the company be incorporated under 1st Vict., cap. lxxiii., by Charter, Act of Parliament, or Letters Patent; 'but, in an anonyme company, when once duly established, his responsibility would be limited to the amount of his paid-up shares.'—p. xv.

Now, with the exception of the statement, that a person cannot limit his liability under the English system, we perfectly agree with the conclusions at which Mr. Hamber has arrived. There are, however, means, as we shall hereafter point out, by which (no thanks either to the government or the legislature of modern times) persons may limit their liability, under certain cases and conditions, as determined by the Courts of Queen's Bench and Exchequer of Pleas. As these, however, are exceptional cases, we will proceed at once to point out the French law of partnership, on which the law of Belgium and other states is founded:—

On The Partnership En Nom Collectif.

• 19. The law recognizes three kinds of commercial partnerships—the partnership en nom collectif,* the partnership en commandite, the anonymet partnership.

'20. The partnership en nom collectif, is that which two persons or a

* In a collective name.

t Anonymous: so called from the fact of no name of any person appearing in the designation of the Society.

« ForrigeFortsett »