Further to Roy's comments, on the different statuses
of cost book, partnerships and limited liability
companies, the late Victorian/Edwardian position was
set out in James G Lawn's 'Mine accounts and mine
book-keeping', the third edition (1904) of which can
be seen online (cf. p.111ff):
http://www.archive.org/stream/mineaccountsmini00lawnrich
The earlier, less tightly defined situation might be
characterised by the evidence given by the solicitor,
Mr John Duncan, before the parliamentary Select
Committee on the Law of Partnership, on 19th June 1851
(Report and minutes of evidence etc, 1851 Session,
paper 509), when he said:
"Then proceeding from joint stock companies you come
to general partnerships of all kinds; and there, if I
may be allowed to say so, I think the Committee on
consideration will see that mining companies spring
fom them as a separate class altogether, because they
are carried on generally by a sparate law of
partnership, caled the "cost book principle", which is
a sort of mixture of limited and unlimited liability;
it is a principle, applicable I think only to Cornwall
by Law, because there is in no other county but
Cornwall a Stannary Court to put into operation the
law on the cost book principle as between partners;
but still as the cost book principle has been applied
to mines in Cornwall satisfactorily, therefore it has
also been applied to mines at work in other counties;
I mean that companies have been formed in North
Walkes, South Wales, and Devonshire, some of which I
am personally acting for, and I know that while they
have no Stannary Courts to carry their litigations
into, and to have their partnerships managed and
regulated, as is the case in Cornwall, yet they are
conducted on the cost book principle."
also available online:
http://books.google.com/books?id=qLA0AAAAIAAJ
doubtless there is also some case law on the
exceptions and peculiarities along the way...
regards
Chris
Thank you for your input Mike. This is very
interesting.
What kind of typical names did the companies operate
under please?
I am asking this because I have noted a distinction
between say for
example,
Gill, Fellows and Company which to me would indicate a
partnership, or
say
Great Wyrley Mining Company which is the type of name
that I would
expect
for a body trading as a company. Of course "Ltd" would
not appear in
the
title until after the 1855 Limited Liability Act.
Either could have operated under the cost book
principle.
I don't think in retrospect that we do differ on this
as I have seen
reference to cost books before the acts and certainly
outside of
Cornwall
and Devon. There is every indication that the cost
book (accounting)
principle was universal, and that certain
organisations were trading as
companies although not enjoying the legal status to do
so.
There is of course the internal management structure
as my
understanding of
it is that the true cost book company formed under
Stannary law was
managed
by Captains and a Purser, while the incorporated body
was managed by a
board
of directors.
I have given thought to the matter of Cornishmen who
moved to Wales,
and
there were many of them, to take up positions as
Captains at Welsh
mines to
find themselves in the position of middle management
whereby they could
be
hired and fired by the board of directors.
The legal aspect did certainly have repercussions
though. Example, the
Welsh
Potosi Company incorporated in 1854 under the Joint
Stock Companies
Act.
Their legal status was under that act therefore
although the Limited
Liability Act was passed in 1855 they retained the
legal status of the
earlier act. Therefore their shareholders did not
enjoy limited
liability as
they found out to their detriment when the company was
wound up in
1857,
they being subjected to further calls to satisfy the
companies debts.
(Mining Journal, August 22nd 1857)
I am very interested in further comment that you may
be able to add,
and
hope that I am not being a burden.
Roy Fellows
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