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would not surrender old convictions. When the Roman Catholics were oppressed he was the foremost amongst their advocates. When a misled people came forth to fill the land with riot, to stain it with excess, and in demanding Reform, and freedom, fancied that Liberty was a blood-stained, fierceeyed Amazon, not a calm and sacred spirit-Plunket saw that destruction was in their wild course, and gave all the advantage of his advocacy to the government that crushed the mad rabble in its hour of folly.

In the discharge of all his high duties he was ever just and diligent. Carefully and anxiously did he inquire into the law and facts of every case brought before him. The large as well as the great causes received his fullest attention. As an officer of the Crown, as a Chief Judge of the Court of Common Pleas, as Chancellor of Ireland, he was ever honest, fair, and impartial,—and, like Fuller's Good Judge-"His private affections were swallowed up in the common cause, as rivers lose their names in the ocean."

And thus in honor, and in peace, the latter years of Plunket's existence passed calmly away. As time rolled by the friends of early days fell around him, and Burrowes, and Bushe were the last to linger by him, each "proud," as Bushe said, "to be the friend of such a man"—and when they died, it seemed as if, to Plunket, all memory of the great past had expired with them, and his closing years were clouded in forgetfulness.

But what a grand and noble intellect had been his! The poor puppets of this hour, who jabber when his name is uttered; the mean whipt hounds of faction, who howl and snarl as his life deeds are recorded, and his triumphs proclaimed, can never dare to deny his genius and his eloquence; and when the cry of place-man, of traitor, is raised, every honest man should remember how Plunket ever met these charges during his life, and how the slanderer was driven from the base trade, baffled, confuted, exposed. The records of the Irish Parliament, the records of the Imperial Legislature, the Reports of the Law Courts and of Parliament, the admiration of the Irish and English Commons, the esteem of the Legal Profession in his own country, all prove Plunket's real character, all proclaim him to have been, in heart and deed, in each era of his long life, thoroughly and throughly-a patriot Irishman.

He died, at his seat, Old Connaught, near Bray, on Wed

nesday, the fourth of January, 1854, and was interred, in Mount Jerome Cemetery, on Saturday, the seventh of the same month. The coffin bore the simple inscription:

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WILLIAM CONYNGHAM PLUNKET.

BORN JANUARY, 1764.
DIED JANUARY, 1854.
AGED 90 YEARS.

ART. V.-LIMITED LIABILITY IN PARTNERSHIPS.

1. Report on the Law of Partnership, Together with the__Appendix containing Communications to the Board of Trade Respecting the Law of Partnership. Ordered by the House of Commons to be printed, 14th July, 1837. 2. Report from the Select Committee on the Law of Partnership, Together with the Proceedings of the Committee, Minutes of Evidence, Appendix and Index. Ordered by the House of Commons to be printed, 8th July, 1851. 3. An Inquiry into the Policy of Limited Liability in Partnerships. By Henry Colles, Esq., Barrister-at-Law, Dublin: J. M'Glashan, 1853.

HAVING already discussed the principle of limited liability in partnerships, and the propriety of introducing such a system, we have now to consider under what restrictions, and to what extent, we should ask for it the sanction of the legislature. Much more might be written in favor of this contemplated change, and considerable evidence accumulated, but that we foresee, for many reasons, that legislation on the subject is at hand, and that of the advantages of the introduction of such a measure there is now entertained but little doubt. We shall not, therefore, stop to expose the fallacy of the few arguments which do not come under some one of the classes already discussed, but conclude our remarks on this head with a passage from the evidence of one who, from his high position, intelligence and experience, may be considered as amongst the highest authorities on such a subject-we allude to the late Lord Ashburton, and which will be found in the appendix to the Report made by Mr. B. Kerr, to the Board of Trade, in 1837. I certainly have had opportunities of considering the sub

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ject, because, having passed a considerable portion of my life abroad, I have seen something of the working of the system of commandite partnership, and I must confess I am favorable to it: I think upon the whole it would be desirable: it would bring additional capital into commerce: it would favor the enterprise of men of talents with insufficient capital, and, generally speaking, I cannot help thinking that, under proper regulations, it would furnish sufficiently substantial security to commercial establishments. I have heard that this principle is objected to by persons whose opinions are entitled to respect, and I certainly should like to hear the subject adversely discussed, and to hear the objections to it stated; but my opinion has always been in favor of such a system, and I am not aware that it is objected to in those countries in which it has long existed. It would be necessary to be very particular in the regulations with respect to publicity, and with regard to the non abstraction of capital during the partnership in such establishments; but I believe those guards may, without difficulty, be introduced."

The objection made by Mr. Bellenden Kerr, (who thus admits the benefit of the limited liability law,) that the introduction of that system would involve us in a complex and cumbrous legislation, and lead to inextricable confusion, has induced us to point out the exact manner in which we think the change might be effected, and to give the heads of a bill for carrying out that object. Mr. Jones Lloyd (now Lord Overstone) also remarks:-"The difficulties of guarding against fraud and intricate litigation under the commandite system seems to be very great; it would be, perhaps, bold to declare that they are insuperable; they are, however, such as to form a very serious objection to the system, the exact force of which can only be correctly estimated when some specific plan for commandite partnerships is under consideration."

If any apology were required for entering into such minute. practical details as we purpose, we should find, in the above. evidence a sufficient justification.

In legislating on this subject there are two evils to be guarded against;-one, lest sufficient provision be not made for protecting from fraud;-the other, that in effecting that object we do not impose such stringent and undue restrictions as would render the law useless for its purpose.

With these two objects in view the following draft was

prepared. The basis on which it was principally framed is the existing law of commanditaire partnerships in the State of New York, which is itself based on the French law, a law that, longer than any other existing code, has recognized such partnerships. As we have already observed, this law is now in operation in nearly all the states of both the old and new worlds, and in each the same provisions are found. We have, however, in some instances, engrafted on the New York Code, provisions taken from the laws of other countries, and have made some alterations which are pointed at specific objections, and seem to be demanded, considering the suddenness and extent of the proposed change. Giving, then, the heads of such a bill, in order to meet what has fallen from the two principal opponents of the introduction of commanditaire partnerships, Lord Overstone and Mr. Kerr, we propose taking its provisions seriatim, and considering each of them in its double aspect; that they may neither render the law inoperative on the one hand, by unreasonable restrictions, nor, on the other, neglect to provide due safe guards against fraud.

The following are the provisions which we would submit for the consideration of the Legislature:

1st-Limited partnerships, for the transaction of any mercantile, mechanical, or manufacturing business, with the exception of insurance, may be formed, subject to the following regulations and provisions:

2-Such partnerships may consist of one or more persons who shall be called general partners, and who shall be jointly and severally liable, as general partners now are; and one or more persons who shall subscribe for, and contribute such sums as may be agreed on as capital to the common stock, who shall be called special partners, and who shall not be liable for the debts of the partnership, beyond the sum subscribed for.

3-The general partners only shall be authorized to transact the business of the firm, which shall be carried on in the names of such general partners only, with the addition of the words, "Commanditaire Company."

4-The persons desirous of forming such a partnership shall make and severally sign a deed which shall contain the name, or firm, the intended business, the names and residences, and descriptions of the general and special partners, distinguishing the general from the special, the sum for which each subscribes, and the commencement and duration of the partnership.

5-A memorial of the contents of such deed, together with an affidavit of its perfection, shall be lodged at an office, to be provided for that purpose, and shall be open to public inspection, free of charge.

6- Advertisements, containing a correct abstract of the above specified particulars, shall be inserted in the two principal papers of the city or county in which such partnership is intended to be carried on, and in each city or county where branches of such firms shall be established.

7-Every renewal, continuance of, or change in, such partnership shall be certified, recorded, and advertised in the manner required for its original formation, and every such partnership which shall be otherwise renewed, continued, or altered, shall be deemed a general partnership; suits in relation to the business of the partnership may be brought and conducted, by and against the general partners, as if there were no special partners. No part of the sum which any special partner shall have contributed to the general stock shall be withdrawn by him in any shape whatsoever; and no sums by way of interest, other than those arising from profits shall be paid to such partner.

8-Judgment creditors of such firms may issue writs of execution against the goods of such special partners under the same restrictions, and in the same manner as writs of execution may be issued against the shareholders of companies incorporated by Act of Parliament, as provided by the Companies Clauses Consolidation Act.

9-Special partners shall be liable to the creditors of the firm to the amount subscribed by them; and the greatest amount received by them out of the profits during any one of the six years next preceding the insolvency of such partnership, deducting the sum actually paid in as part of the capital stock.

10-A special partner may, from time to time, examine into the state and progress of the partnership concern, and advise as to its management, but shall not further interfere in the business of the firm, under penalty of being deemed a general partner.

11-No clerk or other person employed, who shall receive as salary a proportion of the profits, shall be thereby subject to the liabilities of the concern in which he may be engaged.

12-Such a partnership shall be liable to all existing laws of bankruptcy and insolvency, with regard to fraudulent preferences and in all other respects whatsoever.

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