Sleeping Partnership And Limited Liability, 1850–1856
LTV H E appropriateness of the law of partnership to English conditions was discussed only intermittently during the first half of the nineteenth century.2 Much of the comment was the product of exceptional circumstances; boom years and their aftermaths of failures and frauds provoked controversy about the nature of speculation, and the ways in which, by curbing it, a less erratic growth of society might be promoted.3 What is notable, however, is not the spate of discussion but its relatively limited volume, violent though it was on occasion. There was no sustained movement that attempted to bring Britain into line with commercial law and practice elsewhere, and the majority view which found expression in Bellenden Ker's well-known Report on the Law of Partnership was held to have settled the issue.4 Ker listed the three 'principal evils' of the law of partnership. These were (i) the difficulties of suing and being sued, (ii) the settlement of disputes between partners, and (iii) 'the rule, that any person taking an interest in the profits becomes liable as a partner'. The Select Committee on Joint Stock Companies of i 844 enlarged upon the first of these problems, and theJoint Stock Companies Registration and Regulation Act of the same year,5 making a legislative distinction between a joint stock company and an ordinary partnership, granted certain of the privileges of incorporation in return for compliance with the terms of the Act. Ker's third problem, that of liability, evoked vigorous controversy on several occasions: in i8i8, when an attempt to introduce the society en commandite failed in the Commons ; in i825, when the debates in Parliament and outside threw up most of the arguments that were to be repeated many times during the next three decades; 7 in I 8368 and, to a lesser extent, in the early i840's.9 As in the years immediately following i850, most of the discussion was in terms of the en commandite partnership rather than of general limited liability. But those who argued from assumptions of the uni-