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some redress when ill-treated or deserted by their last session it would compete with it and run it husbands. I wish that more progress had been made down. Why, then, are the owners of property in the codification of our law. It has always ap- throughout the country to be compelled at enor: peared to me that it is a reproach to a great com mous expense to adopt a system which they will mercial country like ours, that what is the law on not adopt voluntarily? And in whose interest is any subject has to be sought in an entangled mass the scheme so strenuously supported ? If half the of statutory enactments, and in the difficult and energy which lias been spent in pushing this bill nice distinctions to be deduced from the study of for compulsory registration of title to land were deperhaps a host of decided cases. We have, how-voted to carrying through the reforms indicated by ever, in the last fifteen years obtained at least five | Mr. Hunter in his address at Bristol last year, we important Codification Acts on matters of mercan should soon have an improved system of transfer by tile law ; such as the Bills of Exchange Act 1892 : | deed, against which no land registry would without the Factors Act and the Arbitration Act 1889; the compulsion have any chance whatever. Those thePartnership Act 1890, and the Sale of Goods Act | orists who clamor for a registry of title have, I 1893, besides the arrangement in single acts and the am sure, no experience of the delay and expense inamendment of existing statutory provisions such as volved in dealing with the simplest matters which the Merchant Shipping Act 1894. We are promised | arise in reference to registered titles; and if this is an early codification of the law relating to marine the case now, when so few titles are registered, insurance, and I hope that the day is not far dis what must we expect if the whole of the conveytant when we shall have all the more important ancing of the kingdom had to pass through the branches of our commercial law embodied in Codi- offices of the land registry ? In the spring of the ficatior. Acts, which will at least pave the way for present year I was asked to arrange the transfer of that greater and much-desired object, a general a house. I knew that it had been bought more codification of all our law. But if the last session than twenty years ago, that the owner had long of parliament has been barren of complete legisla- since died, leaving all his property to trustees for tion, there have been under discussion during the sale, and that one of the four trustees was dead; past year many matters of great interest to the pro- and in answer to an inquiry how long it would take fession. First and foremost is, of course, land to transfer the property, I answered, "A few transfer, and then come the very important subjects hours." Alas! I spoke without my host, for I bad of trusts and the amendment of the Companies forgotten that it was a land registry title. I had to Acts.

register the probate, prove the death of the trustee, As to land transfer, you have heard so much on

and the land registry, before accepting the prothat subject that, important as it is, I am sure I bate, required notice to be given to the heir-at-law shall best study your feelings by confining what I and a valuation of the property to be produced. desire to say within a comparatively small compass.

Some delay, of course, occurred; and in this parI trust that, after the evidence which was given ticular case the delay did not injure my clients, for last summer before the committee of the House of their proposed sale fell through, but I had to pay Commons, the present Lord Chancellor will pause between £6 and £7 in fees to the land registry and before he introduces such a bill as that of last ses other disbursements to clear the title and place the sion. If the Government would follow the example surviving trustees in a position to sell, and with an set last year by the Board of Trade, in the matter of unregistered title 5s. would have covered the disthe Companies Acts, and appoint a really strong bursements, and a transfer could have been made at and competent committee to consider the subject of We, as practicing lawyers, are not lawland transfer, and suggest some workable scheme makers; we can only indicate what we think the for the improvement of the law, we should, I am law should be. Your ex-president, following (I sure, hear no more of such a measure as the Land believe unwittingly) the lines suggested by Mr. Transfer bill of 1895. It was twenty years ago that Wolstenholme in 1862, advocated last year at our our then president, Mr. Gregory, in bis presidential provincial meeting at Bristol some very radical address, here at Liverpool, pointed out the defects changes in the law of conveyancing. Personally I in the act of 1875, and predicted its fuilure, which am prepared to go even a step further than I behe said would be mainly due to the absence of lieve he and many who think with him are prepower to take off the register land once registered, pared to go. We should, I think, always have an as “the rules were sure to be cumbrous and expen owner of the whole fee simple of land from whom sive in small transactions.” The present system of a purchaser or mortgagee could get a clear title free conveyancing, though matters have been greatly of any trusts or equitable interests, and that improved since 1875, is not without its faults; but whether the purchaser or mortgagee has or has not side by side with the system proposed by the bill of notice of such interests; and in cases where the







nominal owner is trustee for others, they should similar experience to that in the case of land translook to the trustee and the proceeds of the disposi- fer. There is no subject which occupies our attention tion of the land, and have no claim on the land more, or fills a larger place in our daily business, itself. Beneficiaries under settlements of stocks, than the administration of trusts, and it was thereshares and securities look to the trustees, and a fore with no little apprehension that one recently purchaser of the investments has no concern with saw signs of the spirit of officialism endeavoring to the beneficial interests. If this in the vast majority secure to itself yet another important slice out of of cases is safe with regard to stocks, shares and our daily busineas. Happily, wiser counsels have securities, how much more free from risk must it in this case prevailed; apparently we are not to be in the case of land, the ownership of which is bave an “official trustee,'' and the public are to be usually a matter of notoriety, and where no transfer allowed to manage their trust business in their own to a purchaser would be likely to pass unperceived way, without the interference of a great Governas in the case of other investments. We may make ment department. You are all aware that the subthe conveyance and transfer of land as simple as ject of the administration of trusts was referred to that of any kind of personal property (not pass

a select committcu on the House of Commons, before ing by delivery), but cannot get

whom the Lord Chancellor, Lord Justice Lindley, two inherent differences which

Lord Watson, Mr. Cozens-Hardy, your then presipeople who talk glibly on the subject seem to

dent (Mr. Hunter), and Mr. Walters, and others ignore, and there will always have to be considered gave evidence. The committee reported in May and dealt with the particular incidents, such as

last, and in June the Attorney-General introduced rights of way and other easements affecting or pass

a bill into the House of Commons, to carry into

The ing with the land transferred, as well as the posses

effect the recommendations of the committee. sion or occupation of the land, and the land registry committee's report deals partly with the law affectwill not simplify this. Let Parliament improve by ing trusts, and partly with their administration, and

the two recommendations of the committee with every means practicable the transfer of land, but let our clients be saved from having to transact all their regard to the law are: (1) “ That the court be embusiness' in a government office.

When titles are

powered to relieve any trustee from personal responknown, the transfer of the land is at present as sim-sibility when satisfied that he has acted honestly, ple as the transfer of stocks. The defect of the reasonably, with the intention of carrying out the present system is that, when a title is such as re

terms of the trust, and ought fairly to be excused quires investigation, a purchaser has to look into the

for having acted without the directions of the equitable as well as the legal title; has to search

court;” and (2) “ That the court be empowered to registers, see that no duty is charged on the estate, give sanction beforehand to such departure from and all this could be remedied by providing that the

the terms of any trust as have become expedient purchaser, on obtaining a transfer of the fee-simple, owing to altered circumstances and are for the ad

vantage of those beneficially interested.” If these shall acquire a title paramount to all equitable and other charges; and it is because I feel that a cheap Parliament, and if when cases arise the statutory

proposed alterations in the law are sanctioned by and simple system of conveyancing by deed is l'ea- | provisions are liberally interpreted by the court, sible and infinitely superior in this country to any considerable progress will have been made in allesystem of land registry, that I urge the appointment viating the difficulties under which trustees bave by the governmevt of a competent and independent hitherto labored. I hope when the bill comes to committee. If a strong committee were appointed, be dealt with in Parliament that the words “with the such as that which has been dealing with company intention of carrying out the terms of the trust” law, we should have many improvements in our con

will be struck out, or the relief offered may be found veyancing law and practice, and there would be

to be illusory; if, before granting relief, the court plenty of experienced members of our profession has to be satisfied that the trustee “has acted reaready enough to suggest and assist in carrying out

sonably, honestly, and ought fairly to be excused,” it practical improvements, and the transfer of land would be simplified and rendered more expeditious of the law will bave, I am confident, the approval of

would seem to be all that is required. These alterations and its cost lessened; but I do not believe that any all those who have had experience in the administrascheme such as that of the Land Transfer Bill of

tion of trusts. The ends to be arrived at by the 1895 for forcing upon an unwilling public a system alterations suggested in the machinery for adminiswhich does not suit their requirements, and which tering trusts can, I think, be best put before you by they have for twenty years refused to adopt volun- quoting the words of the report--the committee tarily, would find favor with such a tribunal.

say: “It would be an immense benefit if those who We have had in the case of trusts a somewhat | desire to place their money in trust for others, or to

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have their money distributed at their death, or who drawn between judicial factors in Scotland and are the beneficiaries under trusts, could know that receivers in England both are appointed by the there was within their reach a cheap method by court - and so far as I have been able to ascertain, which they could secure just administration of the the mode of applying for a factor, and the circumtrust funds with an absolute assurance of security. stances under which one is granted, are almost, if It would also be a benefit to trustees who, from un not entirely, the same as those relating to the foreseen difficulty, or from altered circumstances, appointment of a receiver in England. A judicial might desire to be relieved of their burden that factor and a receiver both deal under the control of they should be able without expense to transfer to

the court with the property committed to their competent and responsible hands those duties which charge, both render accounts, and pass them in they can no longer satisfactorily or conveniently court, and on reference to the Standard Text-Book discharge.” The committee then go on to say, that in Scotland on judicial factors, I find that his they have learnt in the course of the inquiry that office is defined as analogous to that of a re"there is in existence in Scotland a system of ad-ceiver in England.” I understand that considerministering private trusts under judicial supervision, able improvements in the system have been which appears to have worked admirably,” and they introduced in Scotland since the passing of describe in general terms the mode of administer- the Judicial Factors Act 1889, and I believe ing a trust by a “judicial factor," and say that that judicial factors are more frequently appointed there is little difference between the expense of a in Scotland than receivers in England, and the judicial factory and a private trust, and they add: more frequent use in Scotland of these facilities “In considering what methods would be most suita- may well be accounted for by the fact that the deble for England, the primary conditions of success tails of working the system are better in Scotland must be borne in mind. It is indispensable for the than in England; and it is for this reason that I success of any system that it should be inexpensive, should have been glad to have seen this Bill for the that those who administer it should be easily and Administration of Trusts accompanied by the draft promptly accessible, and personally ready to take rules, which clause 6 proposed to authorize the the same steps as a sensible private trustee now Lord Chancellor, with the concurrence of the treatakes to acquaint himself with all that belongs to sury, to make for the purpose of carrying the act the trust committed to him." The

commit- | into effect. The objects which the committee in tee indicate the classes of persons from whom their report say should be sought, are most desirjudicial trustees should be selected, and they able in every respect, though I for one

am not include district registrars, county court regis-Quixotic enough to expect that absolute security of trars, solicitors, and accountants, and advise that trust funds, and due and proper administration of their scrvices should be paid for by a

trusts by capable and experienced men,

can be mission, and they should be in the situation of achieved at little or no expense to the beneficiaries. officers of the court, able to ask, without either | If the rules inaugurate a procedure which comes formality or expense, for directions from the anywhere near the system foreshadowed by the rejudge, who might, if he thought it necessary, give port, a great boon to trustees and beneficiaries will other parties an opportunity of presenting their have been attained; the new system will, at all views, or informing his mind before giving his events, have the support of our branch of the prodirections, and that facilities should be given for fession, and, if competent solicitors are frequently hearing any complaint or representation by persons appointed judicial trustees, we may rest assured interested in the trust; and the committee also that the trusts committed to their charge will be suggest that accounts should be rendered periodi- administered in a business-like and satisfactory cally and audited officially. It is a satisfaction to

The Council of the Incorporated Law note that the committee reported agninst compul- Society have at all times and in all places protested sion, for they say: “It would be not only unneces- against the unsatisfactory process of legislating by sary, but mischievous to make such a system rules to be made hereafter, and in this particular as is here proposed compulsory." I must say

case the protest is more than usually necessary, as that I was somewhat astonished when I first saw all depends on the manner in which the general the reference to the judicial factor system as scheme of administration covered by the bill is novelty in this country; I had always thought that worked out in practice by the rules to be made “ judicial factor” was only Scotch for “receiver under it. appointed by the court," and I should like to have You are doubtless aware, and I have had occasion heard the answer which would have been given to already in this address to allude to the subject, that the committee by anyone conversant with the two | in November of last year the board of trade approceedings to a question as to the distinctions to be pointed a committee (and a very strong committee




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it was) “ to inquire what amendments are necessary come law. Among the alterations proposed are in the companies acts, especially with a view to the the following: (1) In the articles of association of better prevention of fraud in relation to the forma- every company and every public prospectus is to be tion and management of companies, and to report stated the minimum amount on which an allotment on the clauses of a draft bill to be submitted to is to be made, and no company is to commence them.” The committee held a great many sittings, business exercise borrowing powers until a and communicated with, and ascertained the views proper allotment is made in accordance with these on many points of the London and Liverpool and provisions. (2) A public register of mortgages is other chambers of commerce, the London and other to be kept in which are to be registered all charges stock exchanges, and they considered all the vari on unpaid capital, all floating charges, all securities ous projects for altering the companies acts, which for any series of debentures, and all mortgages on have been submitted of late years to parliament, chattels which would, if made by an individual, and they have drawn up a very able report and set require registration as a bill of sale. (3) Directors tled a draft bill which will no doubt be introduced who incur debts on behalf of a company, knowat an early date. It is, I think, much to be re-ing that there is no reasonable expectation of the gretted that the committee have almost entirely company being able to pay them, are to be persondevoted their attention to clauses for the preven-ally liable. (4) That unintelligible and unsatistion of fraud, and have not done much to facilitate factory section 38 of the Act of 1867 is to be the administration of companies - a very important repealed, and a new clause introduced prescribing object — when it is borne in mind that more than a what disclosures are to be made in prospectuses thousand millions pounds sterling are invested in issued to the public; and contracts on the face English companies, many of them carrying on busi- of which the public take shares in a company are ness abroad, and when it is so desirable that every not to be altered without the sanction of the facility should be given for the establishment and company in general meeting. (5) The statutory administration here of companies carrying on for- meeting of shareholders is to be beld within a eign business, the control of the capital for which month, and is to be made a real meeting, and not a would otherwise go abroad. It is satisfactory to be useless affair as it is at present. (6) Although no able to note that the committee have reported against form of balance-sheet is to be prescribed, the balmany of the “fads” of which we have heard so

ance-sheet must give certain prescribed informuch of late years, such, for instance, as double mation, and among other important alterations, it registration, or, as a preliminary to carrying on must state on what basis the assets are valued, business, an official investigation into the formation and what allowance has been made for depreof a company. Upon this latter point the views of ciation; and (7) Clauses are to be introduced with the committee are clear and precise, for they say: a view of making the audit of companies' accounts "To make any such investigation into the position

more satisfactory than it is at present. Many of every new company complete or effectual, would

other alterations on what I think are matters demand a very numerous staff of trained officers,

of minor importance are suggested, but those and lead to great delay and expense, while an in- I have mentioned appear to me the most imporcomplete or perfunctory investigation would be tant, and I would single out from them the clause worse than none, It would be an attempt to throw which will render directors liable if, on behalf of what ought to be the responsibility of the individual

their company, they incur debts which they have on the shoulders of the State, and would give a fic

no reasonable prospect of being able to meet. We titious and unreal sense of security to the investor, must all of us have known cases where directors and might also lead to grave abuses.” The com have given to bankers and others charges on all the mittee bave moreover reported against the proposals available assets, and have gone on carrying on busifor prescribing a statutory form of balance sheet, ness and incurring liabilities in the name of the for making a reserve liability capital obligatory, for company where there could be no reasonable exprohibiting charges on uncalled capital, for requir- | pectation of the company having funds to meet ing the balance sheet and profit and loss accounts them. If such a practice as this is put a stop to, of private companies to be published, and many no small reform will have been effected in the mansimilar suggestions. But it is not only from what ner in which some and not a few companies are it negatives that the report is valuable. Many of administered. More money, I think, bas been lost the alterations proposed are desirable from every to shareholders by directors going to allotment on point of view, and have been long desired, insufficient capital than perhaps from any other

at last they will be put forward cause, and the alterations proposed by the combacked by this committee's report, there is a strong mittee in this respect will, I feel sure, be hailed probability that at no distant date they will be with general satisfaction. I wish I could feel








equally satisfied that the alterations proposed as to with the second meeting necessary to pass a “special what must be disclosed in a public prospectus will resolution.” I have had no small experience in bring about the very desirable end of preventing or companies' administration, and I have never known lessening the number of frauds. As the committee

a single case in which the decision of the threesay, it is a trite observation that "

the Legislature fourths majority at the first meeting has been recannot protect people from the consequence of their versed by the second meeting; the confirmatory own imprudence, recklessness or want of experi- meeting is simply a useless expense, and must, I

Some, no doubt, of intending subscribers surmise, have had its origin in the brain of some do carefully scan the clauses of a prospectus; the draftsman with no practical experience of how such large majority, however, do nothing of the kind. | business is carried on. Why should there not be They subscribe on a name or on an idea, or because an enactment that an extraordinary resolution (a some one else tells them it is a good thing, or be three-fourths majority) shall serve all the purposes cause they think that the public are going in for it. of a special resolution? I should moreover have I am by no means sure whether all these elaborate

been glad to find that this committee had reported provisions do not serve only for the protection of in favor of allowing a company, by the vote of a the fraudulent promoter. The honest man sets three-fourths majority, to alter the objects for out in his prospectus all which he considers it

which it may have been constituted. Some, material that intending subscriber should

but very limited, facilities in this respect have, know, and he runs the risk of perhaps failing as you know, been given by the act of to comply with some of the statutory require- | 1890. Let us consider for a moment what the ments. The fraudulent promoter

restrictions imposed by the act of 1862, and whether he tells or does not tell all that an tiie narrow views taken by the courts on the subject intending subscriber ought to know, but he takes of the powers of companies, have led to. Nowa. very good care that he complies with the stat- days, if the real object for which a company is inutory requirements, and when the crash comes he tended to be formed be, say, to carry on a watercan with confidence say, “I have set out in the works undertaking, or lay and work a submarine prospectus all that the act of parliament prescribes." telegraph cable, or something similar, what do we Some of the provisions which the committee sug find in its memorandum of association? Why at gest as to the information to be given in prospect least fifteen or sixteen clauses referring to every uses will, I venture to think, be altered in parlia- | conceivable kind of business which an expert draftsment, for the clause of the bill enumerating in man can imagine possible. I took up a short time general terms what is to be set out themselves oc ago

from my table at hazard a prospectus of a brewery cupy a page of the 11. What then is to be the in which I was invited to take debenture stock, and length of the prospectus which gives in detail the which was put forward under the most respectable information enumerated under so many general auspices, and I find the “objects” of the company heads? There are, I think, many important altera- | defined in nineteen separate clauses. In practice tions in the companies acts which are urgently called most dangerous powers are thus conferred on the for, but which will not be dealt with by this draft managers of companies in order to secure that no bill; and it is much to be regretted that we are not risk may exist of their powers being questioned in at once to have a consolidation act, and that the transacting in ordinary course the business for new model form of articles of association is left to which the companies are really constituted. If it be settled by the board of trade instead of by the

were possible for a company to enlarge its objects committee. The form of articles of association by a three-fourths vote of its members, we should given in tab!e A to the companies act 1862 is obso- quickly see a different practice arise, and no such lete and quite useless. It should be replaced by it

dangerous powers would be contained in memoranform which the experience of the past thirty-three dum of association as now habitually find a place years has shown to be desirable. It is important

there. The Legislature and the courts in their dethat there should be a good standard form which sire to prevent a company formed for one object at all events small companies, where expense is an carrying on any business not strictly within a very object, can use; and I hope moreover that, if a good

narrow construction of its memorandum of associastandard form receives the sanction of parliament, i tion, have brought about in practice a much greater it will be accepted as satisfactory by the stock ex

evil than that which they have endeavored to guard change, and that we shall be saved the extremely against, and in my opinion the sooner the remedy unpleasant experience of late years of never know which I have indicated is adopted, the better it will ing from day to day what will satisfy the require- be for those who invest their money in the shares or ments of the committee of that body. Then what securities of joint-stock companies. a waste there is of time and money in connection The subject of legal procedure is one which

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