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a newspaper of the county where the business is transacted. Now, the object of keeping people together for four weeks after they have determined to part, and to render them amenable during that time for each other's acts, we do not see. It may be thought advisable to prevent a dissolution, without previous notice of the intention, although we do not perceive its necessity. It has, however, nothing particularly to do with the matter in hand, any more than the 19th, 20th, and 21st sections, which introduce some new and important doctrines into the law of preferences, about which different opinions may be entertained, and which we have not time now to discuss. They may have been thrown in as a sort of makeweight to what was thought deficient without them; and may be very good in themselves, though they have no particular connection with limited partnerships.

We have thus stated, interrogatively, our chief objections to the details of this measure. The answers to them we will leave our readers to propound. It would exceed the limits we have assigned ourselves, to consider them more in detail. To us, with our present legal system, (which we do not think it desirable to change) the difficulties in the way appear insurmountable. Let it not be thought that we have been technically captious with the phraseology of the proposed law. On the contrary, we doubt whether it could be made better; as we are convinced that upon consideration it will be found that the intricacies and obstacles are inherent in the subject. No legislation can eradicate them. Litigation is written upon every section of the bill. A thousand embryo lawsuits, if it pass, will one day swell the dockets of our courts. This may be of immediate benefit to the members of the bar, but nothing which injures the community generally can be long profitable even to them.

If, however, the plan could be so modified as to evade the difficulties we have endeavoured to point out, still we should oppose the measure, because we hold it to be contrary to the reason and life of the law of partnership, and to be unfair, unequal and unjust in its operation. Let us consider it, for a few moments, in these points of view.

We have before alluded to the principle upon which the responsibility of all the partners is based. The contract is such, that it is impossible to separate the interest of one from that of the rest; to guaranty to him, during the flood of successful commercial exertion, a rich cargo of return upon a, perhaps, small capital; but in the ebb tide, when the tempest too, is abroad, to allow him to screen himself from injury, and let it fall upon the innocent creditor. It will be impossible, we say, to do this without introducing principles very much at

variance with those which regulate other contracts in this country between man and man. The delusion is, in supposing that the original capital always remains to meet losses, and that this is all that justice requires. But what is more deceptive than profits, or harder to be ascertained? We wish not to repeat here what we advanced under the first head; but it would seem to us that nothing is clearer than that the commanditary will have it in his power to withdraw gradually all his capital in the shape of profits, and leave the debts of the firm. upon the world. This might be done even innocently on the part of the special partner.

But can any thing be more striking than the disproportion between the advantages and the risks? between the chance of high profits in wild, or even moderate speculation, and the responsibility incurred? Why vest commanditaries with these special immunities? why make them in fact bankers; enabling them to trade, by means of their agents, to any extent, upon a limited capital, and issue their notes (for such is substantially the case) without restriction, and draw drafts to any amount, upon the credulity of mankind? Is there any other class of our citizens who can do this? any others who are not compelled to pay their debts? Is the rage for corporations so great that the legislature feels itself called upon thus to charter, by the wholesale, all who, without energy themselves to enter upon the stormy sea of speculation, merely "cast their bread upon the waters," assured that it will return to them after many days? That special partners are quasi corporations is very clear. There is no limit to the amount of their profits, and there is no risk or liability on their behalf beyond the funds contributed. We would ask, if there is any work of public utility to be accomplished which individual enterprise could not effect in the ordinary way: any great highway to be constructed any arm of the national defence to be strengthened: any seminary for the dissemination of learning or religion to be founded: any thing, in short, which in the ultimate benefit to be derived by the whole community, warrants an interference with the equality of rights and privileges in our country, by the grant of special immunities? We answer, no; on the contrary, that the whole scope of the measure is to authorise the safe investment of capital by, those who, not content with the usual rate paid for their money, wish a way chalked out for the employment of their funds, which may benefit them, but will confer no correspondent advantage upon the rest of their fellow citizens. We hold that these special grants of favour, where not invoked by considerations of permanent utility to the community which cannot be realised in any other way, are irreconcilable with the principles of our social institutions.

If trading were restricted to the actual capital in hand, the proposed plan would be less objectionable. There would be a basis, which, under ordinary circumstances, would be sufficient to discharge all debts connected with it. But in the present state of the world, this is impossible. The credit system is the food of commerce. There is no trade without it. There could be none but actual barter. We must take the world as we find it. The general partners start, it may be presumed, without capital of their own; otherwise they would not desire to borrow. Probably, with as little credit. The capitalist or commanditary gives them credit. They launch out boldly into business. It is impossible for those who deal with them, to square their contracts by the exact measure of the trader's real responsibility. They cannot stop to make this enquiry. Credit is expansive, delusive, and unsubstantial. "A breath can mar it, as a breath has made." The active partner cares but little as he has nothing to lose. The capitalist's responsibility is limited. Over the operations, too, of the partnership, he has no control If the business have continued any length of time, and in the outset have produced large returns, the commanditary may have withdrawn his capital, as we have shown is quite possible, under the guise of profits. There exists no check, as in France, upon commercial hazard or wasteful expense. The firm breaks; the debts are bequeathed as a precious legacy to the world; the creditors, who were attracted by false colours, and dazzled by the appearance of profusion and high profits, lose, it may be, the earnings of hard and honest industry; while he who gave this fatal credit to his partners throws away, it is true, the amount of his deposit, but one which has been previously trebly repaid him in this, to him alone profitable concern.

We hold that all systems that tend to raise the airy edifice of credit upon an unreal basis are eminently pernicious. Incorporated institutions which have general rules for their guidance; which are the mere creatures of the legislative authority; which have their being from its breath that limits both their duration and their power; subject to its visitation, and liable to forfeiture for the abuse of their immunities; which have, moreover, the specious excuse of general public improvement for their creation-these, we say, may claim some equity, if not more reason, for their support. But the unnatural, uncontrollable bantlings we have been considering, who owe no allegiance to their social parents, but rear their aristocratic heads in all the pride of irresponsibility, are the diseased creations of uneasy visionaries, or the baneful products of calculating selfishness.

The only check upon associations of the kind; a check more VOL. XVIII.-NO. 37. 9

operative even than the visitatorial power of the legislature; is the responsibility which the law now throws upon all the partners. This check offers no restraint to legitimate enterprise; it throws no damp upon proper commercial speculation; it fosters the freedom of trade. While it would be abhorrent to the genius of all our institutions and laws, to countenance an inquisition into the private affairs of any of our citizens; yet, on the other hand, it is clearly our duty to abstain from any course of legislation which would either minister to the diseased appetite for speculative experiment, already too craving, or offer further excuses for the inroads of the spirit of irresponsibility.

One additional view of this subject, and we have done. Every capitalist can get the legitimate value of his capital, invested in good security. Interest is always within his reach. The interest which the law accords to him is the proper measure of this value. It is the current rate. To recover this, she offers him her courts of justice, with judges, and juries, and all the other attendants at her, altars-free of expense to him, except in common with his fellow citizens. In doing this, the law does all that is, in any degree, requisite; to do more would be improper. If his grasping desires are not yet satisfied, and he would have the bonus which the spirit of equity forbids when he would extort it from the needy or unfortunate-let it be obtained, if he can obtain it, at his own risk. It is enough to throw open the door and say," behold the tempting profits which enterprise and speculation extend towards you. It is lawful for you to enter upon the search. If while quietly reposing at home you take naught but the moderate yet certain fruits of your wealth, we will secure it to you. But when you would aim at more, you must put your own property, your own credit, your own responsibility at hazard."

If, however, the profits spoken of were so very tempting, there would be found an abundance of persons to take the risk, even as the law now stands. It has been and is the case in England. It has been our experience in this country. We therefore strongly doubt the assertion. We should rather say, that no fair business, as a general rule, will yield more than eight per cent. The difference, therefore, would be hardly worth even the limited risk. But if it be intended to secure to the capitalist his interest, and also, in addition, high profits, by building up a system of credit, fictitious and unsafe, and by putting at risk the rights and interests of creditors, and this, too, in a scheme of hazardous speculation; then we say, the attempt is to perfect what is manifestly unfair, unequal, and unjust; and would well authorise even loud complaints from other portions of society.

We have never heard more than two reasons (so called) for the introduction of the measure. The first is stated to be the employment of dormant capital. Now we are not inclined to yield the position included in the argument, that there is such capital here. No capital is dormant which is producing its legal interest; a fruit, as we have said, it can always command. There are here no mines of unexplored wealth that require but the wand of the legislature to rouse into active life; no springs of hidden treasure to burst forth and fertilise the wilderness. We have always thought that the difficulty in a new country was the want, the actual want, not the mere inability to discover capital. That one great source of evil was the spirit of speculation operating without sufficient capital; and therefore we wish to tender no further inducements to it.

But it is, in the second place, asserted, that the bill will offer encouragement to enterprising young men. Now to those of that description who wish to make use of the legitimate objects. of individual or associated enterprise, we would offer every proper encouragement. At the same time, we would be careful not to encroach upon the rights of others. Equally careful would we be to hold out no additional incentives to the already strong natural speculative dispositions of this class of our citizens; from an earnest desire both for their good and that of the community. We feel compelled to add, that, however beneficial the spirit of enterprise in our youth may be, if the interests of the community were all or chiefly in the hands of enterprising young men, we fear that the retrospect hereafter would be but mournful. Much more so may we assert this of the interests of commerce. The staid wisdom of mature years is requisite to keep the vessel from the rocks and quicksands which render the course of the headlong adventurer so dangerous, and to guide her securely into port.

If, however, the enterprising youths of our country be also men without capital, or a capital merely sufficient to launch them upon the ocean of speculation, the case is infinitely worse. The law offers no check to their onward career, or to the antecedent participation of their supporters.

We have presented thus but a general outline of a deeply interesting topic, of which our limits would not permit a more elaborate discussion. We were unwilling that a subject of deep moment to the community should be passed over in silence. Public attention may perhaps be more particularly directed to the proposed measure by what we have thus hastily thrown together; and the legislature may be thereby induced to bestow upon it a more careful consideration.

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