tained writs of scire facias (a) against the conductors, and thus put an end to them. But, observes another historian, in opening the eyes of the deluded multitude, they took away the main prop of their own tottering edifice. Suspicion once excited was not to be suppressed, and the public, no longer amused by pompous declarations, and promises of dividends, which they were convinced could never be realized, declined all further purchases of stock; and those who had bought at large premiums, were involved in distress and ruin. Amongst the numbers who suffered by these speculations, were not only persons of the first rank, but merchants and traders of every class, and bankers, who, having advanced the monies committed to them on the subscription receipts, by their temporary stoppages augmented the general calamity (b).

II. We have entered thus minutely into the history of the South Sea Company, in order to shew more clearly under what circumstances the famous bubble act originated. It has just been observed, that the South Sea Company, conscious of their own weakness, caused writs of scire facias to be issued against the minor bubbles. But this took place a few months after the passing of the act in question, and because the provisions of that act, and of the proclamation which accompanied it, had not been fully obeyed. It may, therefore, be fairly conjectured, that the bubble act itself was passed at the instigation of the South Sea Company; and was, therefore, a mere machine for propping up the credit of that company; consequently, that it was made with no real view to the interests of trade in general, and is not to be considered, so far as the intentions of the framers were concerned, as declaratory of the common law in regard to mercantile companies.

The act (6 Geo. 1, c. 18, s. 18) reciting that "whereas it is notorious that several undertakings or projects of different kinds have at times, since June, 1718, been publicly contrived and practised, or attempted to be practised, within London and other parts of the kingdom, as also in Ireland, and other dominions of the King, which manifestly tend to the common grievance, prejudice, and inconvenience of great numbers of

(a) 5 Bro. P. C. 492; 2 P. W. 217.

(b) Coxe, 135.

subjects in their trade or commerce, or other their affairs; and the persons who contrive or attempt such dangerous and mischievous undertakings or projects, under false pretences of public good, do presume according to their own devices and schemes to open books for public subscriptions, and draw in many unwary persons to subscribe therein, towards raising great sums of money: whereupon the subscribers or claimants under them, do pay large proportions thereof, &c.; which dangerous and mischievous projects relate to several fisheries and other affairs, wherein the trade, commerce, and welfare of the subjects, or great numbers of them, are interested. And whereas, in many cases, the said undertakers or subscribers have presumed to act as if they were corporate bodies, and have pretended to make their shares transferable or assignable without any legal authority,'" &c. (Then, after stating some instances of illegal acting under obsolete or pretended charters)— "And many other unwarrantable practices, too many to enumerate, have been and may hereafter be contrived, set on foot, or proceeded upon, to the ruin of many subjects, &c. And whereas it is absolutely necessary that all public undertakings and attempts, tending to the common grievance, prejudice, and inconvenience of the subjects in general, or great numbers of them, in their trade, commerce, or other lawful affairs, be effectually suppressed,'" &c., for remedy enacts "that all and every the undertakings and attempts described as aforesaid, and all other public undertakings and attempts tending to the common grievance, prejudice, and inconvenience of his Majesty's subjects, or great numbers of them, in their trade, commerce, or other lawful affairs, and all public subscriptions, receipts, payments, assignments, transfers, pretended assignments and transfers, and all other matters and things whatsoever, for furthering, countenancing, or proceeding in any such undertaking or attempt, and more particularly the acting or presuming to act as a corporate body, the raising or pretending to raise transferable stock, transferring or pretending to transfer or assign any share in such stock, without legal authority, &c., shall be deemed illegal and void." Section 19 enacts, that "all such unlawful undertakings and attempts, so tending to the common grievance &c., shall be deemed public nuisances, and subject the offenders to the penalties of præmunire, in addition to the fines, penalties, and punishments of persons convicted of

common and public nuisances." And a subsequent clause gives other remedies in respect of these grievances; with a proviso (s. 25) that the act shall not be construed to prohibit or restrain the carrying on of partnerships in trade, in such manner as had been before usually and may legally be done.

The supposition which has been hazarded as to the primary motive for passing this act is not weakened by the circumstance, that, from the time of Lord Raymond to the time of Lord Ellenborough, no proceeding upon it appears to have taken place. About two years after the statute was passed, a person was found guilty on an information under the act, "for setting up a bubble called the North Sea." The Court declined giving the whole judgment, as in case of præmunire, against him, but sentenced him to a fine of £5, and imprisonment during the King's pleasure (a). From the time when this case was decided, till the year 1808, an interval of about eighty-seven years, the statute appears to have been forgotten; but in the year just mentioned, a criminal information was moved for against the framer and proprietor of a trading scheme, on the ground that it was expressly against the provisions and policy of the statute (b). Afterwards, several other cases of the same kind occurred before Lord Ellenborongh and other Judges, all of which are well known, and have been frequently discussed (c).

III. The statute having been repealed, it will be unnecessary to state those cases at length; yet, it seems necessary to notice shortly the manner in which the act has been construed, because it has been said, that the offences there mentioned are likewise offences at the common law.

The offences which are more particularly pointed out by the statute, are—the presuming to act as a corporate body-the raising transferable stock-the transferring such stock. One would have supposed, from the wording of the statute, that, in order to complete these offences, they must have been committed for furthering some dangerous and mischievous undertaking, to the common grievance of the public; for the act

(a) Rex v. Cawood, 2 Ld. Raym. 1361.

(b) Rex v. Dodd, 9 East, 516.
(c) See Buck v. Buck, 1 Camp.

547; Rex v. Stratton, Id. 549, n.; Pratt v. Hutchinson, 15 East, 511. See also Brown v. Holt, 4 Taunt. 587.

says, that all such undertakings, &c., " and all other matters and things for furthering such undertaking, and more particularly the acting or presuming to act as a corporate body, the raising or pretending to raise transferable stock, &c., shall be deemed illegal and void," the latter proceedings being mentioned only as particular instances of acts done in furtherance of such undertakings. And in The King v. Webb, Lord Ellenborough seems to have been of that opinion. "It may admit of doubt," said his Lordship, "whether the mere raising transferable stock is, in any case, per se an offence against the act, unless it had some relation to some undertaking or project, which has a tendency to the common grievance, prejudice, or inconvenience of his Majesty's subjects, or of great numbers of them." And the whole of his Lordship's judgment, in that case, is in accordance with the opinion conveyed in this dictum. In later cases, however, it has been considered that the act intended to denounce all societies acting as corporate bodies, or raising transferable stock; and that proceedings of that nature must be held to render the body a common grievance, within the meaning of the act, whether it be or be not mischievous in its avowed object and general tendency (a).

With regard to the specific offences mentioned by the act, it seems to have been universally agreed, that the acting as a corporate body is an offence very difficult to be defined. It may perhaps be inferred, from other parts of the statute, that this enactment was directed against persons who pretended to be in possession of some charter of incorporation, and not against every species of society. But however this may be, it seems to be unquestionable, that there are particular offences of this nature for which an indictment will lie, not only under the statute, but even at common law. It is apprehended, however, that the more general charge of acting as a corporation would not be sufficient to support an indictment at common law, but that there must be additional averments, stating with particularity the nature of the offence. It is conceived, that the opinion on this subject, reported to have been expressed by Lord Eldon (b), must be received with this limitation.

(a) Josephs v. Pebrer, 3 Barn. & Cres. 639, 5 Dowl. & Ryl. 542 ; Duvergier v. Fellowes, 5 Bing. 248, 2 Moore & Payne, 384; Ellison v.

Bignold, 2 Jac. & Walk, 503.

(b) In Kinder v. Taylor, see Index. See also M'Callum v. Turton, 2 Younge & Jerv. 183.

As to the particular offences alluded to, it seems more easy to say what is not, than what is an act of assuming a corporate capacity. It is clear, that the assuming a common name, for the purpose of designating the society, the using a common seal, and making regulations by means of committees, boards of directors, or general meetings, were not illegal within the statute, and are not illegal at common law. In The King v. Webb, Lord Ellenborough said—" As to the fourth point, that the subscribers have presumed to act as though they were a body corporate, how is this made out? It was urged that they assumed a common name, (which, however, does not appear to have been the case), that they have a committee, general meetings, and power to make bye laws; but are these the unequivocal indicia and characteristics of a corporation? How many unincorporated insurance companies, and other descriptions of persons, are there, that use their common name, and have their committees, general meetings, and bye laws? Are these all illegal? or which of these particulars can be stated, as being of itself the distinctive and peculiar criterion of a corporation?" So, in the case of Ellison v. Bignold (a), where it appeared that the directors of an insurance company had, by their deed of settlement, the power of making orders and bye laws, and that a seal was to be fixed upon for the use of the company, it was urged that this amounted to an assumption of a corporate character; but Lord Eldon appears to have taken no notice of this objection, and to have considered the legality of the association as depending entirely on the manner in which the shares were made transferable. In addition to these authorities we may add, that the numerous acts of Parliament for enabling certain companies to sue and be sued by their secretary, seem to assume the legal existence of the various powers of which we have just been speaking.

IV. 1. It seems clear, therefore, that whether we view this sub

(a) 2 Jac. & Walk. 503; and see Pearse v. Piper, 17 Ves. 1; Carlen v. Drury, 1 Ves. & Bea. 157. But Lord Eldon's opinions in these cases seem to have been guided by his own notion of the utility or inutility of each association as they passed

in review before him. He seems to have considered, that the mischievous tendency of the associations was a question for the Judge and not for the jury. See Kinder v. Taylor, post, Index; Lloyd v. Loaring, 6 Ves. 773.