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 ai B RARY 
 
 OF THE 
 UNIVER.S1TY 
 Of ILLINOIS
 
 4 
 
 The 
 
 City Livery Companies 
 
 and their 
 
 Corporate Property 
 
 BY 
 
 L. B. S. 
 
 RIVINGTONS 
 WATERLOO PLACE, LONDON 
 
 MDCCCLXXXV
 
 "The broad principle of the Liberal party I take to be this : 
 ' that all public funds and endowments are^ in their essence, public 
 ' property, subject to public enquiry, and^ if they are unjustly, in- 
 ' juriously, wastefully applied, are a proper field for public inter- 
 ' ference. Public funds and endowments belong to no individuals, 
 ^ and, though the State is bound to exercise due wisdom, considera- 
 ' tion, and discretion, no individual, or body, or class, or order of 
 'individuals has any right in public endowments as against the 
 ' State. 
 
 " But private property is the right of the individual who 
 ' possesses it, and if it becomes necessary for the public advantage 
 ' to interfere with his holding it or enjoying it, the public is bound 
 ' to give him fair compensation." — The Right Hon. G. O. Tke- 
 ' VELYAN at Manchester, February 10th, 1885.
 
 THE CITY LIVERY COMPANIES 
 
 AND THEIR 
 
 CORPORATE PROPERTY. 
 
 Prefatory. 
 
 In the passage from his speech at Manchester 
 wliich faces this page, Mr. Trevelyan appears to be 
 intending to draw a distinction, not between the 
 property of individuals on the one hand and the 
 property of bodies of individuals on the other, but 
 between public property, whether in the hands of 
 individual trustees or of bodies of trustees, on the 
 one hand, and private property, whether belonging 
 to individuals or to bodies of individuals, on the 
 other ; and the principle he lays down is that public 
 property ought to be applied to the greatest public 
 advantage, but that private property ought not to 
 be disturbed without compensation. If this is a 
 correct interpretation of his meaning, probably not 
 only the Liberal party, but all parties in the State, 
 would say that his statement substantially embodied 
 their own views. The difficulty is in the application 
 of the principle, and the object of this paper is to 
 show that Mr. Trevelyan has himself failed to 
 properly apply it in the case of the City Livery 
 
 a2
 
 4 PREFATORY REMARKS. 
 
 Companies, whose property Mr. Trevelyan classifies 
 as public property, whereas the writer hopes to 
 show that the contention of the Companies is correct, 
 and that that property ought to be treated in the 
 future, as it has always been treated in the past, 
 viz. as the private property of the members for the 
 time being of the Companies. 
 
 The observations which follow were for the most 
 part placed on paper at Christmas last, at which 
 time the Livery Companies Commission had pre- 
 sented to Parliament three unwieldy volumes, with 
 a promise of more to come, and the only article of 
 any weight which had appeared upon the subject 
 was that written by Sir E. Cross in support of the 
 minority report, and published in the Nineteenth 
 Century. The writer was aware that some who were 
 most interested in the subject were of opinion that 
 the facts were so fully before the public that nothing 
 remained to be done but to await the decision of 
 Parliament. It seemed, however, to him that the 
 mass of information contained in those great blue- 
 books was entirely hidden away from ordinary 
 readers, buried under piles of figures and print ; that 
 the able and excellent minutes contributed by the 
 Grocers', Goldsmiths', and Clothworkers' Companies 
 were in no practical way accessible to the public ; 
 and that it might be useful to direct attention to 
 some of the more important considerations which 
 were involved in the reports of the Commission. 
 
 What has since happened has tended to deepen 
 this impression. On the one hand, an able and 
 
 
 *'*Cri{*^
 
 THE PRESS ON THE COMPANIES. 5. 
 
 learned article has appeared in the Quarterly Review, 
 in which the position of the Companies is explained 
 from a favourable point of view ; on the other hand, 
 another article, from the opposite point of view, has 
 appeared in Macmillan's Magazine, more remark- 
 able for energy in making assumptions and assertions 
 than for knowledge or research : and Sir A. Hob- 
 house has published, in the Contemporary Revieiv, 
 a paper which (however unsatisfactory its conclu- 
 sions may appear to the friends of the Companies, 
 and however fond the author may be of puttino* the 
 saddle on the wrong horse, and trying to make 
 those who are prima facie absolutely entitled for 
 their owq benefit prove that they are not trustees, 
 instead of himself proving the contrary) is wholly 
 free from the abuse in which others have so freely 
 indulged, and fully recognizes that the questions 
 raised are not quite so easy to determine as some 
 would have us believe. Mr. G. H. Blakesley has 
 published a scathing criticism of the Majority 
 Eeport. Two more blue-books have been issued, 
 completing the labours of the Commission and its 
 secretary (that is, if there are no more semi-official 
 letters to be written), and the advanced press has 
 taken advantage of the occasion to print a chorus 
 of philippics, which are only at fault in that they 
 assume everything which requires proof. Two 
 journals have particularly distinguished themselves 
 —the one, a weekly paper, by its calculated dis- 
 ingenuousness, which has been repeatedly exposed ; 
 the other, an evening paper, by the hysterical
 
 THE LIVERY FRANCHISE. 
 o 
 
 violence of its objurgations, which show as little 
 sense of the fitness of things as does a sailor s parrot 
 when it shrieks out, "You thief, you wretch, you 
 rascal !" to a man putting on his hat. A substantial 
 volume in defence of the Companies has also been 
 published by one of their well-wishers, who has 
 imitated a little too closely the style of those who 
 have taken up their parable on the other side ; and 
 a short bill has been introduced into Parliament 
 under the name of the Corporate Property Security 
 Bill. Under these circumstances some remarks on 
 the questions which ought to be taken into con- 
 sideration in forming a judgment on the position 
 of the Companies, may not be out of place. They 
 are not intended to be exhaustive ; they will fully 
 answer their purpose if they lead others to look 
 into the matter for themselves. At all events, the 
 writer hopes that they will be found to contain 
 no imputation of motives even to those assailants of 
 the Companies who themselves deny to the members 
 of the bodies they are attacking, the commonest 
 elements of honesty. 
 
 The Lively Franchise. 
 
 It will be necessary to keep strictly to the 
 subject of the paper ; and, in the first place, there 
 is no intention of discussing the question whether 
 it is or is not desirable that the liverymen of the 
 City Companies should continue to possess the parlia- 
 mentary or municipal franchise. The former branch
 
 TRUST PROPERTY OF THE COMPANIES. 7 
 
 of the question may perhaps be allowed for the 
 present to rest where it is left by the recent Repre- 
 sentation Act ; the latter branch of it remains to 
 be dealt with by some future Act for reorganizing 
 the government of the metropolis. But, at all 
 events, with respect to the parliamentary franchise, 
 there seems to be a good deal in the reason for its 
 continuance given to the Commission by a member 
 of the Grocers' Company, viz. that the Companies 
 are in most cases large freeholders in the city, and 
 that, unless their liverymen had votes, their property 
 would be unrepresented. However, we may pass 
 by this point. 
 
 The Trust Property of the Companies, 
 
 Again, the writer is not dealing here* with the 
 property held by the Companies upon express trusts. 
 On that head, in fact, there does not appear to be 
 much to say. The majority of the Commissioners 
 themselves admit that the " inspectors of charities 
 " frequently express a favourable opinion of the way 
 " in which the courts of the Companies administer the 
 '^ charities of which the Companies are trustees ; " and 
 the minority say, with reference to the reports of 
 the same inspectors, that they show that the courts 
 are " excellent bodies of trustees, who spend far 
 " more than they are bound to spend on the charities 
 " which they administer." There have, no doubt, 
 been a certain number of cases in which some of 
 the Companies have erred, or have been erroneously
 
 8 OLD TRUSTS REMODELLED. 
 
 advised, upon what the minority report calls " points 
 " of an abstruse and technical kind, arising on the 
 " construction of obscurely expressed wills ; " but the 
 Charity Commissioners have "never imputed to 
 " the Companies anything worse than an erroneous 
 "interpretation of difficult language," and how easy 
 it is to go wrong on the construction of an obscure 
 will any Chancery practitioner can testify. But 
 even so, it appears that, out of about a hundred 
 cases which have come before the courts, the Com- 
 panies have proved successful in about eighty, or 
 four-fifths of the whole. In any case in which a 
 substantial doubt appears to exist, the Company 
 affected would be not merely willing but anxious to 
 have it resolved by a proper authority, as in the 
 case of Donkyn's will, in which the Merchant 
 Tailors' Company brought the matter to an issue 
 purely of their own motion, with an adverse result. 
 Where the doubt has been resolved in favour of 
 the Company, the Company has naturally claimed 
 the benefit of the result — at all events, so far as the 
 control and distribution of the income of the pro- 
 perty was concerned. Where it has been resolved 
 against the Company, the Company has cheerfully 
 acquiesced in the decision, and has administered the 
 trusts declared in the most exemplary way. The 
 effect is, of course, to benefit the objects of the trusts 
 so declared at the cost of limiting the Company's 
 voluntary charities in some other, and probably 
 more modern, direction ; but that cannot be helped. 
 There is just one other point in connection with
 
 CORPORATE PROPERTY OF THE COMPANIES. 9 
 
 the trust property of the Companies which may here 
 be shortly adverted to, and that is with reference to 
 the desirability of substituting new and more useful 
 trusts for those on which the property is in some 
 cases held. In this respect the Companies are in no 
 way behind the times. Numerous instances were 
 cited to the Commission in which new schemes had 
 been framed by the Charity Commissioners for the 
 allocation of Company- charities, and, just by way of 
 an example, reference may be made to the fact that 
 at the present moment two middle-class schools, one 
 for boys and the other for girls, about five hundred 
 children in all, are being founded by the Skinners' 
 Company, with the concurrence of the Charity 
 Commissioners, out of funds previously held upon 
 other trusts, together with £10,000 contributed out 
 of the corporate funds of the Company, the only 
 desire of the Company being that the money should 
 be applied in the way productive of the greatest 
 amount of public benefit. This is the spirit in 
 which the Companies are prepared to deal, and are 
 in fact dealing, with their charity funds, and what 
 more can any body of trustees do ? 
 
 The Corporate Property of the Compa^iies — 
 Their Legal Rights. 
 
 Coming, then, to the Companies' corporate 
 property, there seems to be little need to enlarge 
 upon their legal right to use this and deal with it 
 as their own. The mere fact of their having done
 
 lo THE CORPORATE PROPERTY. 
 
 SO without question for two, three, four, five, or 
 even more centuries seems alone to be sufficient to 
 raise the strongest possible presumption that their 
 claim to do so was justified, and in the numerous 
 cases which have been brought before the courts 
 with respect to the interpretation of wills of bene- 
 factors, the only question has been whether the 
 property devised or bequeathed was trust or cor- 
 porate, no one suggesting that if it were corporate 
 there was any restriction on the mode of enjoyment. 
 Any reference to this point would, of course, be 
 incomplete without some mention of the statement 
 of the Lord Chancellor to the Commission. He 
 says, speaking as a representative of the City and 
 Guilds Technical Institute : " I have always thought 
 " that the City Companies, assuming them to be (as 
 " I believe them to be in law) absolute and perfect 
 "masters of their own property, as distinct from 
 " that which they held on trust, could do nothing 
 " better with their property than promote objects 
 " which were for the public interest. '^ Then, being 
 asked by the Chairman whether the Commission 
 were to take it from him that the City Companies 
 were entitled to their property in the same manner 
 and as fully as a private owner would be, the Lord 
 Chancellor continues : " In point of law they are, in 
 "my opinion, absolutely entitled to it, and under 
 "no trust whatever. It will, of course, be under- 
 " stood that I do not speak of estates which have 
 " been given to them on any special trusts. Morally, 
 "I do not think that I, as a member of a City
 
 THE COMPANIES' LEGAL RIGHTS. ii 
 
 ' Company, should choose to be a party to using it 
 ^ in exactly the same way as I should use what was 
 'my own as an individual." In reply to the 
 suggestion, " You acknowledge a greater moral 
 ' responsibility to the public than in the case of 
 ' private property, but not any greater legal right ? " 
 he adds : " That is my impression. I do not know 
 ' that I can express it much better. They are 
 ' ancient institutions : the funds which I call their 
 ' own property were derived, as far as my know- 
 ' ledge extends, from their own subscriptions, and 
 ' gifts by their own members and others, intended 
 ' to be for their absolute use ; and although I do 
 ' not think the present generation ought to put 
 ' those gifts into their pockets, yet, on the other 
 ' hand, I cannot admit for a moment that they are 
 ' upon the footing of public trusts." 
 
 It may, of course, be urged that the views of the 
 Lord Chancellor were coloured by the fact that he 
 and his family had for many years been connected 
 with the premier City Company, though it hardly 
 seems likely that such a contention will be seriously 
 raised ; but it is important to notice that the Com- 
 mission took the opinion of two eminent equity 
 counsel on the graver questions which came before 
 them, and that both advised them in the same 
 sense. Mr. Davey, Q.C., says that ''the Court of 
 " Chancery has no jurisdiction to restrain alienation 
 " of corporate property by the members of a corpo- 
 " ration created by charter, unless the property is 
 " subject to a trust. . . . Every corporation
 
 2 THE COMMISSION ON THE QUESTION. 
 
 ' created by charter is a legal ijersona, and can do 
 ' whatever it is not legally restrained from doing. 
 ' In this respect it differs from a corporation created 
 ' for certain purposes by statute, the powers of 
 ' which are confined to such as are expressly or by 
 ^ necessary inference or implication given by the 
 ' statute. In short, there is no trust which the 
 ' Court of Chancery can execute of merely corporate 
 'property as such. ... It must be remembered 
 ' that the estates of these Companies have been 
 ' recognized and held by the courts of law to be as 
 'much their property, with a full right of dispo- 
 ' sition, as the property of individuals." 
 
 In fact, if the legal right of the Companies to 
 their corporate property were not sustainable, there 
 would be no need for the Commission to recommend 
 any restraint upon the alienation of it. The mere 
 fact of such a recommendation having been made 
 seems to prove that the majority, as well as the 
 minority, of the Commission really accepted the 
 opinions of the Lord Chancellor and their own legal 
 advisers, however much they may have attempted 
 to escape from that necessity ; and the w^ording of 
 the recommendations of the majority appears in 
 some respects to be based upon such an acceptance. 
 Thus, " In every case in which the present members 
 '' or present governing body of a Company can be 
 "shown to have inherited a considerable income, 
 "not subject to a trust or trusts enforceable at law, 
 "such Company should be compelled to allocate 
 " a considerable proportion of such income to the
 
 THE LAW SHOULD DECIDE. 13 
 
 " support of objects of acknowledged public utility." 
 A trust not enforceable at law is, of course, for 
 the purposes of a legal discussion, no trust at all, 
 and this passage could hardly have been introduced 
 into the report unless the Commission thought that 
 circumstances existed under which it would become 
 applicable. Moreover, Sir A. Hobhouse gives as a 
 reason for invoking the interference of Parliament 
 the fact that the courts have already decided in 
 favour of the Companies, so that his article in the 
 Contemporary Review, which was heralded in the 
 confiscatory papers as an answer to the Lord 
 Chancellor, really, on the point of law, entirely bears 
 out the latter 's statement. 
 
 Of course, the foregoing observations apply only 
 to such corporate property of the Companies as is 
 not subject to any express trust. There have been, 
 as mentioned above, some few instances in which 
 Companies have regarded as corporate jDroj^erty that 
 which has been afterwards decided not to be so, 
 and Mr. Davey and Mr. Vaughan Hawkins suggest 
 that a fuller investigation of the charters, wills, and 
 other documents, might prove that further portions 
 of what is claimed as corporate property are in 
 truth subject to trusts. As to this, the materials 
 for coming to a conclusion are now to be found in 
 the blue-books. The returns of the Companies 
 were, as a rule, according to the majority of the 
 Commission, "prepared with care, and, as it ap- 
 " peared to us, with candour. Many were admirably 
 "drafted. This observation applies not only to the
 
 14 CASES SHOULD BE DISTINGUISHED. 
 
 ''returns received from the great Companies — all of 
 ''which have made returns — but to those received 
 "from many of the minor Companies." Wherever, 
 then, the facts stated appear to indicate the existence 
 of a trust, let the Attorney-General take the usual 
 steps to obtain a decision on the point. Such pro- 
 ceedings are, in effect, invited by several of the 
 Companies in their returns, and in that way alone 
 does it seem that true justice can be done. 
 
 A tradesman would not be allowed to put down 
 
 in one account all the items chargeable against A. 
 
 and B., and then, when the total amounted to £60, 
 
 to claim ^30 from each, though A. had received <£55 
 
 worth of goods and B. J65 worth. Still less would he 
 
 be allowed to bring in C, who owed him nothing, and 
 
 to claim £20 from each of the three. And it would 
 
 be a long step even beyond this, if the tradesman 
 
 were to keep no account at all, but were to claim 
 
 £60 from A., and the same from B., and the same 
 
 from C, on the ground that he thought it probable 
 
 that each of them owed him something, but that it 
 
 was too much trouble for him to ascertain the facts. 
 
 So, if three Companies hold an equal amount of 
 
 property, of which a substantial part in one case, 
 
 very little in another, and nothing in the third, 
 
 would be held by a court of law to be subject to 
 
 trusts, how can there be any justification for taxing 
 
 them equally on the ground that some part of the 
 
 property of one or more of them is trust property, 
 
 and that it would be too troublesome and expensive 
 
 to ascertain what is the property (if any) to which
 
 THE ASSAILANTS' ARGUMENT. 15 
 
 trusts attach ? Sir A. Hobhouse says that such suits 
 " would meet with great legal difficulties on a variety 
 " of grounds, and, even if successful, would produce 
 " a very unsatisfactory result." But the probability 
 that a suit might fail in part or whole is a strange 
 reason for giving the go-by to law altogether, and 
 establishing an ex post facto rule in a particular case. 
 The argument, put into plain and unambiguous 
 language, seems to be something like this : " These 
 Companies have for many centuries had the entire 
 control of large funds, which we (Sir A. Hobhouse 
 and friends) think we should use, if we had the 
 control of them, in a better way. The Companies, 
 no doubt, say that they use them very well, and 
 there may be people foolish enough to agree with 
 them, but we have no doubt that we should use 
 them better. How, then, are we to get the control 
 of these funds ? If we go to law, it will be very 
 difficult, if not absolutely impossible, for us to 
 make out our case ; in fact, the judges have already 
 been stupid enough to lay down rules of construc- 
 tion which go against our views. Then, let us 
 have nothing to do with the Law Courts ; let us 
 have an Act of Parliament which will operate 
 without any regard for musty old notions about 
 property or justice, and without being fettered by 
 any old-fashioned decisions based upon those 
 notions. We want this money. What does it 
 matter whether it is ours or not ? Let us get an 
 Act of Parliament to give it to us." This is the 
 gist of the argument of a judge of the Privy Council.
 
 i6 THE COMPANIES' MORAL RIGHTS. 
 
 The Corporate Property of the Companies — Their 
 
 Moral Rights. 
 
 With respect, however, to that which is corporate 
 property, and has been held to be such in the 
 23ast, or would be held to be such in the future, after 
 all deductions of property which ought to be treated 
 as subject to express trusts, surely an overwhelming 
 case of moral obligation and actual necessity should 
 be made out before acting upon the arguments ad- 
 vanced in support of the theory of public plunder ? 
 It cannot be too strongly stated that the question at 
 issue is whether an Act of Parliament is to be passed 
 to take away that which the law gives and from the 
 earliest times has given ; to destroy rights which, 
 in the eye of the law, are absolute ; to change con- 
 ditions which affect many thousands of all classes, 
 wealthy, well-to-do, and poor, but more especially 
 the last. The Fishmongers' Company, which has 
 always had a traditional connection with the Liberal 
 party in the State, sent in with their returns a protest 
 in the following words : — ^' No part of the property 
 " now, or at any former time, in the possession or 
 " under the control of the Company has been derived 
 " from the Crown, the State, or from any impost on 
 " the public, or other public source. The whole has 
 *' accumulated during the period of upwards of seven 
 " centuries of the Company's existence, from pay- 
 '^ ments on admission and contributions by members, 
 " and from devises and bequests by members of the 
 *' Company and private individuals. There is nothing
 
 THE ''PEOPLE'S MONEY'' ARGUMENT. 17 
 
 *'in connection with the origin, constitution, or 
 " history of the Company, or in the present adminis- 
 " tration or conduct of its aflairs, which they have 
 " any motive or desire to conceal. But for the sake 
 *' of their successors, and to guard against attempted 
 ''interference by any external authority with the 
 " rights and privileges of the Company, or the free 
 "" and uncontrolled administration of its property and 
 " affairs, they deem it to be their duty to advert to 
 *'the fact that the Royal Commission, to whose 
 " inquiries they are most ready to reply, has not any 
 " legal or constitutional right to require the informa- 
 " tion sought, and that no constitutional power 
 " exists to interfere with the private rights or private 
 "property of any individual or body corporate, 
 " except on proof of some public interest of para- 
 " mount importance or necessity, and then only on 
 *' condition of compensation being made to the full 
 *' extent of such interference." 
 
 The propositions here laid down appear to be, 
 as the Company contends, incontrovertible, and it 
 has to be seen whether any "public interest of 
 " paramount importance or necessity " does in fact 
 exist which demands that the Companies should be 
 treated in a diflferent way from all other owners of 
 property in the kingdom, and whether there are any 
 moral grounds for saying that they alone of all owners 
 of property ought to be dealt with in an exceptional 
 way and dispossessed. The favourite expression 
 appears to be that the money is the " People's 
 money," but one would suppose that some proof was 
 
 £
 
 1 8 ORIGIN AND OBJECTS OF THE COMPANIES. 
 
 necessary that the money had been given to the 
 people, or by the people, or had been exacted from 
 the people, or, in short, that some connection existed 
 between the two. 
 
 The Origin and Objects of the Companies, 
 
 Now, there is one very important point in the 
 consideration of this question, which seems as yet 
 to have had but little attention paid to it, viz. the 
 mode in which the Companies came into being. 
 From the language which has been used with 
 respect to the Companies by their assailants, it 
 might well be supposed that they were a State 
 creation, called into existence to answer some pur- 
 pose of policy, and to discharge some political or 
 municipal function, just as much as one of the new 
 boroughs or county divisions under the Eedistribu- 
 tion Bill, or the Board of Trade, or the reorganized 
 governing body of an endowed school. But this 
 is far different from the fact. All the great Com- 
 panies and nearly all the minor ones came into 
 existence at dates which cannot now be ascertained, 
 but which were long anterior to the earliest of their 
 charters. Thus, just to refer to the great Companies, 
 the Mercers were a fraternity in the time of 
 Henry 11. , though not incorporated till 1393. The 
 Grocers appear to have existed under the name of 
 Pepperers for some two centuries before they were 
 formed into the fraternity of St. Anthony in 1345, 
 and it was not until 1428 that they received their
 
 FOUNDATION PRIOR TO INCORPORATION. 19 
 
 first charter. The Drapers were well established 
 before their charter of 1364. The Fishmongers 
 were associated at some time prior to the reign of 
 Henry II., though not incorporated till 1272. The 
 Goldsmiths are heard of in 1180, but their first 
 charter was not granted till 1327. Substantially 
 the same was the case with the Skinners. The 
 Merchant Tailors were incorporated in 1326, but 
 they were united into a fraternity before 1267. It 
 is not necessary to give the similar facts with 
 respect to the other Companies, but a reference to 
 the returns of the remaining great companies, viz. 
 the Haberdashers, Salters, Ironmongers, Vintners, 
 and Clothworkers, or to those of the minor Com- 
 panies, e.g. the Armourers and Braziers, Butchers, 
 Cutlers, Leathersellers, Saddlers, Stationers^ Tallow 
 Chandlers, and Wax Chandlers, will bear out the 
 assertion that in almost all cases voluntary associa- 
 tions were formed long before incorporation was so 
 much as thought of. The Weavers appear to have 
 existed at least as early as Henry I. 
 
 As Hallam ("Middle Ages," vol. i. p. 350) 
 says in a passage cited in the Majority Report, 
 " The Guild was of course, in its primary character, 
 " a personal association ; it was in the State, but not 
 " the State ; it belonged to the city without embrac- 
 " ing all the citizens ; its purposes were the good of 
 "the fellows alone. But when the good was in- 
 " separable from that of their little country, their 
 " walls and churches, the principle of voluntary 
 * ' association was readily extended, and from the
 
 20 THE PRIMARY OBJECTS. 
 
 "private Guild, possessing already the vital spirit 
 *' of faithfulness and brotherly love, sprang the sworn 
 " community, the body of citizens bound by a 
 " voluntary but perpetual obligation to guard each 
 " other's rights against the thefts of the weak or the 
 " tyranny of the powerful." In another passage 
 the same historian describes the Guilds as possessing 
 two essential characteristics, " the common banquet 
 and the common purse." And Bishop Stubbs 
 ("Const. Hist.," vol. i. p. 407) speaks of "the 
 " Guilds administered by their own officers and 
 "administering their own property." The Guilds 
 were, in short, voluntary associations which would 
 now be termed " clubs." 
 
 With respect to the objects to which the officers 
 of the Guilds applied the contents of the " common 
 purse," the Majority Eeport states that in all Guilds 
 the first purposes to which the common funds were 
 applicable were " the maintenance of the hall, the 
 "expense of the feasting, the payment of salaries, 
 " the relief of poor members and of the widows and 
 " orphans of poor members, the finding of portions 
 " for poor maids, and the payments for funerals and 
 "obits." Then the Commissioners add : "The funds 
 " of the Craft Guilds were secondarily applicable 
 ^' to trade purposes, such as the binding of appren- 
 " tices, loans to young men starting in business, the 
 " purchase of new receipts and inventions, and the 
 "prevention of adulteration. Both the Social and 
 "Craft Guilds also relieved the poor, supplied the 
 "place of highway boards and bridge authorities,
 
 THE SECONDARY OBJECTS. 21 
 
 ** maintained churches, endowed schools, colleges, 
 *' and hospitals, and exhibited pageants, partly out 
 " of legacies, partly with the contributions of existing 
 " members." This statement appears to be borne out 
 by the authorities cited both by the Commissioners 
 and by the Companies, and it would certainly appear 
 to follow that the members of the Guilds who gave 
 their contributions while living and their legacies at 
 their deaths, as well as the few outsiders who gave 
 or bequeathed money to the Guilds, must have 
 anticipated that their money would be spent in 
 defraying the expenses classed as primary, all of 
 which are entirely confined to the benefit of members 
 of the society, and that it would go in maintaining 
 the hall, providing food and drink for the society at 
 their periodical entertainments, relieving tl^e neces- 
 sities of poor members and those dependent on 
 them, and the like. 
 
 If any money remained over, it might be spent 
 in some of the purposes subsequently set out ; but 
 if no money remained after the satisfaction of the 
 immediate wants of the brotherhood, which the 
 brotherhood itself had the sole right to define, sub- 
 sequent objects of expenditure would have to go 
 without ; and although the early guilds undoubtedly 
 extended, when able, as those of the present day 
 extend, their assistance to objects not directly within 
 the scope of their operations, it seems impossible to 
 treat those acts of charity or public spirit as con- 
 ferring a right upon the object assisted to claim the 
 same assistance from the same body in the future.
 
 22 THE CRAFT-GUILDS ARGUMENT. 
 
 In other words, the performance of an act of charity 
 and public spirit can hardly be construed as creating 
 a trust on the part of the benefactor for the object 
 benefited to the extent of the money necessary to 
 render the benefit permanent, or to any other extent 
 whatever. It would appear, then, that in their early 
 days the City Companies must necessarily have 
 been entitled to deal with their own funds as abso- 
 lutely for their own purposes as was any merchant 
 or landed gentleman. The object of their associa- 
 tion was the mutual benefit of the members, and 
 although, to their honour, they did not confine their 
 benefactions within those limits, they exceeded them 
 only when in their good pleasure they thought fit 
 so to do. They would have been exceedingly 
 surprised if any one had told them that the money 
 they had collected belonged to " the People." 
 
 The Craft- Guilds Argument, 
 
 The fact that the Companies were in their origin 
 voluntary associations, formed with the object of 
 benefiting the members, and that any extension of 
 their benefits to others than members was purely a 
 work of supererogation, seems to go a long way 
 towards meeting the contention that the Companies 
 are mere Craft Guilds, established and continued for 
 the sole purpose of advancing the interests of the 
 trades after which they are named. If this were so, 
 it might be that the trade might claim to have the 
 property of the Company applied for its benefit.
 
 NON-CRAFTSMEN ADMITTED. 23 
 
 But it is not so. The Companies were established for 
 the benefit of their members ; and though, when 
 they came to be incorporated, they were incorpo- 
 rated by the names of diflferent trades, the great 
 probability is that before that time, even if they 
 were originally composed of men of similar trades, 
 the same causes had operated to introduce men of 
 different callings into the fraternities out of which 
 the Companies were incorporated, as afterwards 
 undoubtedly operated to produce such a result. 
 Thus, the original charter of the Grocers' Company, 
 granted in 1428, is stated to contain no reference 
 whatever to trade ; and even where a charter does 
 mention the trade, it by no means invariably folio ws 
 that all the persons constituting the corporation 
 belonged to the craft. It is impossible to say for 
 how many centuries the term '* citizen and mercer," 
 '' citizen and draper," has referred to the Guild and 
 not to the craft. 
 
 With respect to the dissociation of the members 
 of the Companies from the craft after which their 
 Guild is named, the Majority Eeport says : "It is 
 'right that we should state that for many cen- 
 ' turies, with rare exceptions, the Companies have 
 'never consisted exclusively of craftsmen. Patri- 
 ' mony, which causes the freedom of a company to 
 ' descend to all the lawful issue, male and female, of 
 ' a freeman, has always been a recognized mode of 
 'admission. This circumstance has produced 
 ' obvious effects, which appear in the returns of the 
 ' Companies. Thus [a) the Drapers prove that in
 
 24 SUPERINTENDENCE OVER TRADES. 
 
 "1415 their Company was not confined to drapers, 
 *' and that hardly any of the income was spent on 
 " trade purposes ; (6) the Skinners' Company cite a 
 "list dated 1445, showing that there was then only 
 " one skinner by trade a member ; (c) the charter of 
 "the Haberdashers' Company, 1448, expressly pro - 
 "vides for the admission of persons not belonging 
 " to the mystery ; {d) the Merchant Tailors' Com- 
 " pany has, by the terms of its charter, been open 
 "to all callings since 1502; (e) the Goldsmiths 
 " assert that from a very early period their Court 
 "has consisted mainly of non-craftsmen ; (/) of the 
 " five persons named as master and wardens in the 
 " Clothworkers Charter of 1560, only one proves to 
 "have been a cloth worker, and this Company states 
 " that in still earlier times the Court is believed to 
 'have contained scarcely any clothworkers." These 
 facts seem to throw considerable doubt upon the 
 question whether the Companies ever consisted 
 entirely of craftsmen ; and, whatever may originally 
 have been the case in this respect, there can be no 
 doubt that in most instances several centuries have 
 elapsed since none but craftsmen were admitted. 
 
 Again, there was in the case of most of the 
 Companies at their incorporation some clause intro- 
 duced into the charter with a view to conferring 
 some power of superintendence over the trade on 
 the Company ; but this does not appear to have 
 been universal, and so early as the commencement 
 of the Tudor period, according to Mr. Froude, the 
 Companies had become, to a great extent, an obsolete
 
 TRADE FRANCHISES SEPARABLE, 25 
 
 institution as regards trade superintendence. The 
 question was raised whether the illegality of certain 
 of the trade powers given by the charters would 
 constitute a reason for the seizure of the charters 
 and the dissolution of the Companies, but both the 
 counsel consulted by the Commission advised that 
 the trade franchises were separable, and that the 
 non-user of them would not avoid the charters 
 altogether, and the Commissioners themselves say 
 that they would have been surprised if this were 
 otherwise. They consider that "the incorporation 
 ** of the Companies as social communities and benefit 
 ''societies under their more recent charters would 
 *'be held to continue good.^' 
 
 In fact, whatever may have been the connection 
 between the Companies and their trades at the dates 
 of the earlier charters, there is no doubt whatever 
 that the Companies continued, as the Commissioners 
 point out, to receive charters at the beginning of 
 every reign for a long time after the date fixed by 
 Mr. Froude for the discontinuance of their trade 
 superintendence. In short, from whichever point 
 of view the connection between the Companies and 
 their nominal crafts is regarded, whether from that 
 of the craft followed by the members of the Com- 
 pany, or from that of the superintendence exercised 
 by the Company over the nominal craft, there 
 appears to be no reason for saying that the craft, 
 or the public in right of the craft, has any moral 
 claim to the corporate property of the Company. 
 Looked at from the latter point of view, the connec-
 
 26 THE INCORPORATION ARGUMENT. 
 
 tion was a hindrance and nuisance to the craft, 
 from which it has been glad to be relieved ; looked 
 at from the former point of view, the connection 
 never existed in such a shape as to give members 
 of the craft any right to insist on being admitted to 
 membership in the Company and participation in its 
 benefits, against the will of its existing members. 
 
 The Incorporation Argument. 
 
 It has already been abundantly explained that 
 the Companies did not originate in the grants of 
 their charters, but in voluntary associations of a 
 much earlier date ; but it seems to be supposed by 
 some that the mere fact of their incorporation 
 placed them in such a position that all the property 
 acquired by them, whether from subscriptions, 
 legacies, or what not, was necessarily of a public 
 character. This idea appears very clearly from 
 some questions put by Lord Coleridge to some of 
 the witnesses who appeared before the Commission. 
 Thus we find him saying to Mr. Hare (ques. 117), 
 "It is obvious to lawyers, and I have no doubt 
 " you will agree with me, that these Companies could 
 '' not hold a shilling of property without the artificial 
 " aid of the law ? " To which Mr. Hare naturally 
 replies, " Certainly not.'' But how does this 
 advance the question ? Who can hold property 
 without the aid of the law ? If the protection 
 given to property by the law were taken away, 
 would that of an individual be any safer than that
 
 CORPORATIONS NOT NECESSARILY PUBLIC 27 
 
 of a Company ? As to tlie use of the word 
 " artificial/' of course all law is artificial ; but, if 
 we may believe Sir Henry Maine and his school 
 of historical inquirers, the word may be applied 
 far more appropriately to individual property than 
 to corporate, since it would appear that the joint 
 form of ownership was by far earlier than owner- 
 ship by individuals. Indeed, we are told that the 
 land-troubles in the Highlands and in other parts 
 of the world, took their rise from the disregard of 
 the old tribal ownerships, and the establishment of 
 individual rights. 
 
 The same idea appears in some questions put 
 
 to Mr. Longley, and again Lord Coleridge asks 
 
 the Lord Chancellor (ques. 1686), whether he draws 
 
 * any distinction between an ordinary natural per- 
 
 'son and a person like a corporation created by 
 
 ' law ? " The answer is, " There is that distinction, 
 
 ' undoubtedly, and it is not very easy to measure 
 
 ^precisely the influence it might have upon one's 
 
 'judgment; but I assume that Lord Coleridge 
 
 'would not be of opinion that if a club, for 
 
 ' example, were incorporated, its nature would be 
 
 ' substantially changed ; or (I should think) that 
 
 *a joint stock company is to be regarded as public 
 
 ' because it is incorporated." Here the matter 
 
 dropped, and it is not easy to see how the remark 
 
 was to be met. As the Goldsmiths say, *' Property 
 
 " does not become public simply because it belongs 
 
 " to a corporation. If that were the case it might 
 
 *' be asserted that the property of every joint stock
 
 28 RIGHTS OF INCORPORATED BODIES, 
 
 *' company is on the footing of a public trust." 
 Other instances might be cited. The sovereign, for 
 instance, is a corporation, but who denies her right 
 to hold private property % But what need is there 
 of indirect examples ? The comparative absence 
 of direct authority for the private character of the 
 corporate property of the Guilds may, say the Gold- 
 smiths, be accounted for by the circumstance that 
 no lawyer has hitherto ventured seriously to 
 maintain the contrary ; but in a recent decision of 
 the late Master of the EoUs, it was directly decided 
 that the members for the time being of a guild at 
 Newcastle were entitled to divide the proceeds of 
 sale of the guild property in equal shares, there 
 being no rules or provisions as to its disposition, 
 so that the court treated the members exactly as 
 though they were partners in a private adventure. 
 
 Any idea that the Companies could not hold pro- 
 perty without incorporation is refuted by the Majority 
 Eeport itself, which states that " long before their 
 '* incorporation the Guilds held land, the sites of 
 " their halls and almshouses, and other real property, 
 "houses, shops, and warehouses." This seems to 
 have been by the use of the tenure in free burgage 
 which existed in the City of London. But apart 
 from the special form of tenure, and passing from 
 law to morality, upon what principle of justice 
 could it be contended that property contributed by, 
 or devised or bequeathed to a particular set of 
 persons ought to become the property of the world 
 at large, merely because they were an incorporated
 
 THE STATE-DEPARTMENT ARGUMENT. 29 
 
 body ? The case nearest in kind to that of the 
 Companies seems to be that of the Freemasons. 
 A Masonic body is understood to exist primarily 
 for the common benefit of its members, with 
 periodical feasts, just as do the Companies, but why 
 the incorporation of a lodge, if it were thought 
 desirable to obtain it, should at once operate to 
 make the lodge and its property public, it is hard 
 indeed to understand. 
 
 The State- Department Argument, 
 
 The majority of the Commissioners do not, 
 indeed, appear to rely upon the mere fact of in- 
 corporation, but they do rely on the conclusions at 
 which they arrive, that the Companies grew into 
 " a municipal committee of trade and manufactures," 
 and that by their incorporation they became "a 
 *' State department for the superintendence of the 
 ''trade and manufactures of London." The Com- 
 missioners would find it difficult to fix the period 
 when this remarkable transformation took place, 
 and the Companies dispute the correctness of their 
 conclusions altogether ; but even assuming them, 
 for the sake of argument, to be borne out by the 
 evidence, how do they carry the matter any 
 farther ? Here were existing bodies, which had 
 kept united and had held and disposed of property 
 for long periods, in some cases for centuries, which 
 were incorporated so that they might continue 
 their existence with such advantages as incorpora-
 
 30 PREVIOUS RIGHTS UNTOUCHED. 
 
 tion could bestow. Whatever the charters say 
 about trade rights and privileges, no one can deny 
 that they abundantly recognize the objects which 
 were primarily aimed at by the unincorporated 
 bodies. The common banquet and the common 
 purse continue to exist, and if the Companies 
 obtain from the Crown, or have forced upon them 
 by the Crown, powers and duties in respect of 
 trade, that does not interfere with the primary 
 objects of their existence. 
 
 Suppose that the Companies did become, as the 
 Commissioners say, a State department, the mem- 
 bers of that department would be the individual 
 Companies, just as the State department called the 
 Board of Trade or the Local Government Board 
 consists of the individuals associated together under 
 that name. The contention seems really to come to 
 this — that the property of every one who serves the 
 State in combination with any one else becomes 
 public property. This may seem a strong way of 
 putting the case, but it appears to be a correct state- 
 ment of it. If the State could not make use of an 
 individual or corporate body, or accept the services 
 of an individual or corporate body, without at the 
 same time assuming the right to deal with his or its 
 private property, it would be rather difficult to find 
 even a Colonial Secretary or a Lord Chief Justice. 
 The Duke of Norfolk fills the public office of 
 Hereditary Earl Marshal. Is all the property of 
 the Dukes of Norfolk attached to the office and 
 therefore public ?
 
 THE LICENCE IN MORTMAIN ARGUMENT, 31 
 
 The Licence in Mortmain Argument, 
 
 Now comes a point to which the Commissioners 
 appear to attach some importance, viz. that, in 
 their language, *Hhe Companies are public bodies, 
 "holding realty (a) under licence in mortmain; 
 *' (6) by virtue of a custom of the City of London, 
 " which has enabled them to acquire land therein, 
 " in excess of such licences, and are therefore trustees 
 " of their corporate estate for public purposes." It is 
 difficult to make out exactly what this means. It 
 may mean that because the Companies hold land 
 under licences in mortmain they are trustees of it 
 for public purposes, and that because they hold it 
 by custom in excess of their licences they are 
 similarly trustees ; or it may mean that for the last 
 reason alone they are trustees ; or it may mean 
 that they are public bodies and therefore trustees ; 
 or it may mean almost anything else ; but the 
 result is, that because of some peculiarity in their 
 tenure of land they hold it for public purposes. 
 Not only does this conclusion conflict with the 
 opinion of the Lord Chancellor, but it does not even 
 appear to be in accordance with the advice given 
 by the Commissioners' own counsel, so that it is 
 difficult to say what weight is to be given to it. 
 But it may be mentioned that in some cases, at all 
 events, the licences in mortmain are unlimited, so 
 that there can be no holding in excess, whether by 
 virtue of a special custom or otherwise ; nor does it 
 appear clear why, even if limited licences have been
 
 33 MANNER IN WHICH LANDS ACQUIRED. 
 
 exceeded, the whole of the corporate estate, real and 
 personal, should be taken away. 
 
 However, the real question is with respect to 
 the moral right of the Companies to their lands, 
 and there seems to be no doubt about this. The 
 Companies either bought their lands for hard cash, 
 or they had them given or devised to them by 
 people who desired that the Companies should have 
 the disposition of the lands so given or devised, and 
 in either case there would be the greatest moral 
 wrong in saying that lands so purchased, given, or 
 devised should be taken away because they were 
 land and not money. The representatives of the 
 State authorized the holding of property in the 
 form of land, and to say then that the land should 
 be taken away because it was land and not money, 
 would be to do that which no Court of Equity 
 would permit in private life. Hardly any testator 
 now comes within the operation of the Mortmain 
 Act of George H., because all, or almost all, take 
 care to provide that their charitable legacies shall 
 be paid out of their personalty, and it seems 
 impossible to doubt that the testators by whose 
 wills in past times the City Companies have benefited 
 would similarly have specified money and not land 
 in their wills, if they could have had any idea that 
 the nature of the property would be used to defeat 
 their intentions. Moreover, it would appear that 
 a good deal of the land held by the Companies was 
 not acquired under their licences in mortmain at 
 all, but by virtue of the city custom, which enabled
 
 THE RE-PURCHASE FROM THE CROWN. 33 
 
 them to do so, so that the question is not simply 
 one of the licences. 
 
 The Re-purchase from the Crown. 
 
 Another point has been raised with reference to 
 the Companies' lands, which is based upon the allega- 
 tion that much of those lands was seized by the 
 Crown at the Eeformation, as being allotted to 
 superstitious uses, e,g, the performance of services 
 for deceased members, and was regranted to the 
 Companies upon a representation that it was re- 
 quired for public purposes, as education, etc. But 
 apart from the fact that the representation said to 
 have been made at the time of the regrant appears 
 not to have been made at that time at all, but 
 many years later, and for a wholly different* purpose 
 (see the Quarterly Review), it should be noticed 
 that the seizure by the Crown was an act of the 
 purest oppression, and also that whatever repre- 
 sentations may have been made a nominal reason 
 for the regrant, the real reason was that the Com- 
 panies which obtained the regrants paid for them, 
 and paid, too, a price which was fully sufficient. 
 Mr. Davey appears to have advised the Grocers' 
 Company that it was always considered that the 
 Companies re-acquired for their own benefit what- 
 ever lands were redeemed under the Act of 
 4 Jac. 1, and from a moral point of view it seems 
 impossible to dispute that a corporation, equally 
 with an individual, ought to have that which it has 
 
 c
 
 34 THE MUNICIPAL CORPORATION ARGUMENT. 
 
 bought and for which it has paid. As regards the 
 Irish estates, only two out of the twelve Commis- 
 sioners make any recommendation at all, and it is 
 so perfectly clear that these were bought by the 
 Companies out of funds belonging to them or con- 
 tributed for the purpose by their members, that it is 
 unnecessary to do more than refer to the Statement 
 by the Skinners' Company on this head. 
 
 The Municipal Corpo7^ation Argument. 
 
 Another contention which was set up against 
 the Companies was, that they were municipal cor- 
 porations, and therefore held their property upon 
 public trusts. There certainly is this degree of 
 connection between the Companies and the Corpora- 
 tion of London, that liverymen of the Companies 
 constitute the Common Hall, which selects two 
 aldermen for submission to the choice of the Court 
 of Aldermen for the mayoralty, and elects some 
 few officers of the Corporation ; but this seems to 
 be no more of a reason for saying that the Com- 
 panies should hold no private property than would 
 the fact that an individual was a Common Council- 
 man be a reason for denying him a separate exist- 
 ence. But the question whether the Companies 
 are Municipal Corporations or not seems to be as 
 conclusively settled as it well could be, without 
 an actual legal decision, by the opinion of Sir W. 
 Follett, Sir J. Scarlett (Chief Baron Lord Abinger), 
 and Sir F. Pollock, also subsequently Chief Baron,
 
 THE ARGUMENT FROM FALSE ANALOGIES. 35 
 
 given to the Grocers' Company at the time of the 
 Municipal Corporations Enquiry of 1834. Of these 
 the last explicitly stated that " I think the 
 ' Grocers' Company is not a Municipal Corpora- 
 ' tion. It has nothing to do with the government 
 ' or protection of any city, town, or place ; and I 
 ' think the influence of its proceedings upon the 
 ' election of either the magistrates or the members 
 ' of the City of London does not make it a Muni- 
 ' cipal Corporation." 
 
 The Argttment froryi False Analogies, 
 
 One of the witnesses gave as a reason for con- 
 tending that all the corporate property was coupled 
 with trusts, an opinion expressed by the Lord 
 Chancellor in the House of Lords with respect to 
 the unincorporated Inns of Court ; but this reason 
 was disposed of by the Lord Chancellor himself, 
 who, when before the Commission, referred to this 
 mention of his speech, and stated that he '^ did not 
 " at all think that the Inns of Court and the City 
 " Companies were in "pari conditione. The reasons 
 " which led him to think the Inns of Court a public 
 "institution had no application whatever to any 
 " Company, or at all events not to the Mercers' 
 ''Company, not the slightest." The difference is 
 so ob^dous that no one could fail to see it. The 
 one institution was founded for the express purpose 
 of promoting the practice and teaching of the law, 
 the other for the benefit of its members. Another
 
 36 THE BURNT TITLE-DEEDS ARGUMENT. 
 
 analogy appears to have occurred to the Commis- 
 sioners, or to have been suggested to them, between 
 the Companies and the colleges of the Universities, 
 and the recommendations are based on the same 
 general idea as that on which the Universities have 
 been reorganized ; but here, again, the analogy does 
 not hold good. The Universities and their colleges 
 were established for the promotion and advancement 
 of learning and education, not simply for the common 
 benefit of the members. So that it does not seem 
 that much support can be derived from either of 
 these sources by the Companies' assailants. 
 
 The Bu7^nt Title- Deeds Argument. 
 
 The last of the reasons assigned by the Commis- 
 sioners and their advisers for interference with the 
 legal rights of the Companies which calls for remark, 
 is one which has already met with a good deal of 
 comment elsewhere, and which is in truth of so 
 remarkable a character that it is rather surprising to 
 find it set forth in so important a public document 
 as the Report of the Commissioners. The suggestion 
 is that "it is not improbable that certain of the Com- 
 " panics' title-deeds which were destroyed in the fire, 
 " would, if preserved, have disclosed trusts;" in other 
 words, and to give expression to the meaning which 
 the language of the Commission covertly implies, 
 the Governing Bodies of the City Companies at the 
 time of the Great Fire were so unscrupulous and so 
 treacherous to benefactors who had committed trusts
 
 DEAN COLET AND THE MERCERS. 37 
 
 to their care, that when the deeds and wills contain- 
 ing those trusts were accidentally destroyed (it does 
 not seem that the Commissioners imply that these 
 documents were burnt on purpose) they at once 
 gave the go-by to the trusts, and from that time 
 forward so mixed up the trust property with the 
 corporate property that all trace of the former dis- 
 tinction was lost. It is unnecessary to dwell upon 
 the obvious improbability of such a step having been 
 taken at a time when there must have been many 
 persons in existence who would know of the trusts 
 and be in the habit of sharing their benefits, or 
 upon the number of the persons who would have to 
 be parties to such a contrivance, or upon the singular 
 manner in which it is endeavoured to establish a right 
 by suggesting frauds to persons long dead, without a 
 tittle of evidence in support of the suggestion — a 
 course which is opposed both to law and justice — or 
 upon the fact that persons living so much nearer to 
 the dates of the wills and deeds than we do, can 
 hardly have failed to appreciate the meaning of the 
 donors much better than we can hope to do now. 
 
 The Companies would, it is thought, prefer to 
 rest their defence of their predecessors upon the 
 reason assigned by Dr. Colet, Dean of St. Paul's, 
 more than 150 years before the Great Fire, for 
 entrusting the charge of St. Paul's School, which 
 he was founding, to the Mercers' Company. That 
 reason is thus stated in a letter from Erasmus to 
 Justus Jonas, which is set out in the Mercers' 
 Company's return : " After he had finished all, he
 
 38 THE DONORS' INTENTIONS. 
 
 '' left the perpetual care and oversight of the estate 
 "and government of it, not to the clergj, not to 
 " the bishop, not to the chapter, nor to any great 
 " minister at Court, but amongst married laymen, 
 " to the Company of Mercers, men of probity and 
 " reputation. And when he was asked the reason 
 ** of so committing this trust, he answered to this 
 " effect : — that there was no absolute certainty in 
 " human affairs, but for his part he found less corrup- 
 " tion in such a body of citizens than in any other 
 " order or degree of mankind." So Sir Andrew Judd, 
 when founding Tonbridge School, fifty years later, 
 committed the governance of it to his '^ trusty and 
 " well-beloved friends, the Company of the Skinners 
 " of London." Those whose probity and trustworthi- 
 ness caused them to be entrusted with charges of such 
 importance as these can scarcely need to be defended 
 against an accusation of fraud in their trustee- 
 ships. It will be observed that Dean Colet says not 
 one word about what Sir A. Hobhouse, speaking of 
 Laxton's case and the Grocers' Company, calls the 
 Company's "ostensible trade," nor is there the 
 slightest reason for supposing that Laxton, any 
 more than Colet, thought of anything but the 
 integrity and business-like character of the body to 
 which he was giving his property. 
 
 The Donors Intentions. 
 
 But really the great amount of the property now 
 held by the Companies upon express trusts of all
 
 ACTUATING MOTIVES. 39 
 
 kinds and descriptions, under documents of great 
 variety, ought to be sufficient to prove that donors 
 in past times knew just as well as those of the 
 present day what words to use when intending to 
 create trusts, and this ought to go far towards 
 establishing that when they did not use such words 
 they intended the Company to employ their gifts for 
 the purposes to which they saw the corporate funds 
 being constantly applied. It was very rarely that 
 the donors to a Company's funds were found outside 
 the ranks of the Company. In the great majority of 
 cases the donor was giving to a body of men to which 
 he, and in many cases his ancestors before him, had 
 for many years belonged ; he had, perhaps, assisted 
 in the management of the corporate funds, he knew 
 that the primary objects of the association were the 
 common banquet and the common purse, tfie former 
 of which served to spread the feeling of friendship 
 and good fellowship among the members of the 
 association, while the contents of the latter went to 
 give them a start at the beginning of life, and to 
 rescue them from undeserved distress towards its 
 close ; and having seen the good results of such a 
 society, he contributed his gift with the intention 
 that it should go to further promote and extend 
 such good results in the future. Where is the 
 public trust here ? 
 
 No member of a Company denies that all classes 
 of the community constituting the Company are 
 entitled to share in the benefits thus bestowed, as 
 well as in the proceeds of their own contributions,
 
 40 DONORS' DESCENDANTS BENEFITED. 
 
 which are by no means inconsiderable — in some 
 cases a seat on the Court costs upwards of J6300 
 sterling, and a place in the Livery JClOO or more, 
 while the time given by the members of the Court 
 constitutes a far heavier contribution. But there is 
 no contest among members of the Companies ; the 
 whole object of the assault is to gain for outsiders 
 a participation in benefits which were never in- 
 tended for them, and which, it may safely be 
 assumed, would in few cases have been given at all 
 but for the belief that they would be enjoyed by 
 successive generations, both of members of the 
 Company generally, and of the donor s descendants 
 as being such members. For in all the Companies 
 the freedom can be claimed by patrimony, and the 
 Commissioners are in error in stating that the 
 Grocers' Company is the only one which does not 
 admit by purchase. The Eeturns show that, at all 
 events, the Mercers and Skinners also refuse to allow 
 their freedom to be obtained in that way, and only 
 recognize patrimony and servitude, so that in at 
 least three of the great Companies patrimony is one 
 of the only two methods in which the freedom can 
 be obtained, omitting, of course, the very rare cases 
 of the honorary bestowal of the distinction. 
 
 The contention, then, with respect to the inten- 
 tions of donors to the Companies who have imposed 
 no express trusts upon their donees, which is sub- 
 mitted to be the correct one, is this : that those 
 gifts should be applied in the same way in which 
 the corporate funds were applicable at the time
 
 THE COMPANIES' MORAL DUTY. 41 
 
 when the gift was given, viz. at the pleasure of the 
 Company. In short, the gift was an absolute gift 
 to the Company, which acquired by the gift just as 
 great a power of dealing with the thing given 
 as an individual would acquire by an absolute gift 
 of the thing to him. When the late Mr. Thwaytes, 
 some fifty years ago, left a sum of money to one 
 of the Companies, he thought it necessary — having 
 regard to the depredatory suggestions which were 
 then already in the air — to make his meaning as 
 clear as words could make it, by saying that he left 
 the Company the money for the members to " make 
 themselves comfortable " with it. This expression 
 has been commented on a good deal ; but, after all, 
 what does any testator intend when he leaves a 
 legacy to any one but that the legatee shall make 
 himself comfortable with it ? To use such words 
 is only a way of adding to an absolute gift an 
 expression of intention that the absolute gift is 
 to be absolutely in the disposition of the legatee. 
 The words only make that clear which was clear 
 enough before ; and that, it is submitted, is the 
 case with legacies to a Company with no mention 
 of an express trust. 
 
 The Moral Duty of the Companies. 
 
 In maintaining thus strongly the moral right of 
 the Companies to have the unfettered control of 
 their corporate property, let it be said, once for all, 
 that, in the writer's opinion, if the Companies are
 
 42 INTERFERENCE DEPRECATED. 
 
 morally entitled to the control of that property, 
 they are no less morally bound, after making reason- 
 able provision for the requirements of themselves, 
 to whom it belongs, to use it for the benefit of such 
 public objects as they consider to need and to 
 deserve assistance ; but the writer holds that they 
 are so bound, not at all because of anything in the 
 way in which they have become possessed of the 
 property, but because of the moral obligation which 
 rests upon all owners of property to do what they 
 can for the public good, and which, to his mind, is 
 especially incumbent upon those who possess, in 
 addition to their individual incomes out of which 
 their necessities can presumably be supplied, a 
 corporate income, which (except in the case of 
 members actually in distress) is only required for 
 ministering to their enjoyments. At the same time, 
 while most anxious that the whole of these large 
 corporate incomes should not be absorbed in manage- 
 ment expenses, in fees, feasting, and the like, and 
 still more that no division of the capital should 
 take place, the writer prefers that the good which 
 may be done with the money should be done by 
 those to whom it both legally and morally belongs, 
 rather than by some authority or board which has 
 nothing whatever to do with the property, and that 
 the example should not be set of A.'s property 
 being taken away because B. thinks he can make 
 a better use of it. B. may be honestly so per- 
 suaded, and yet he may be mistaken ; and the 
 object to be gained is not commensurate with the
 
 PARTIAL CONFISCATION. 43 
 
 extent of the injury which would be done by the 
 establishment of such a principle. To assist those 
 in distress is the duty of every one, but there is 
 nothing meritorious in doing so with money which 
 does not belong to the giver. 
 
 The Proposal for Partial Confiscation. 
 
 After all, is there any object to be gained by 
 such an interference with the City Companies as the 
 majority of the Commissioners propose ? If the 
 suggestion were that the whole of the corporate 
 fundy should be appropriated, then, whatever shock 
 might be given to the belief of owners of property 
 in the integrity of their countrymen, this object 
 at least would be gained, that a larger total amount 
 would be devoted to what are generally called 
 public purposes ; Peter would be robbed, but Paul, 
 or half a dozen Pauls, would be paid. It may be 
 a question whether the public purpose which is 
 served by leaving money at the disposal of its 
 owners, and so promoting the general belief in the 
 security of property, is not at least of equal im- 
 portance with the public purpose which is served 
 by placing a somewhat larger income in the control 
 of public authorities ; and it has been estimated by 
 those in a position to judge, that Christ's Hospital 
 alone loses £5000 a year in consequence of the 
 uncertainty in the position of the life-governors, 
 which rumours of approaching changes have pro- 
 duced. In the case of the Companies there is no
 
 44 LIMITED RECOMMENDATIONS. 
 
 doubt that, but for the threats of legislation, recent 
 members would have emulated the generosity of 
 their predecessors ; but let that pass. 
 
 Assuming that the only public purpose worth 
 consideration is the getting money out of private 
 hands and into those of Crown nominees, yet the 
 advice given by Mr. Davey to the Commissioners is 
 that they would " not be justified in recommending 
 " that the corporate property of the Companies 
 "should be taken from them by the State." He 
 thinks that " such an act of the legislature would 
 "be an act of confiscation, and would not unreason- 
 " ably shake the confidence of the owners of property 
 " in the security of rights of property. It must be 
 "remembered that the estates of these Companies 
 " have been recognized and held by the courts of 
 "law to be as much their property, with a full right 
 " of disposition, as the property of individuals." 
 The utmost he can recommend is that a " consider- 
 " able portion " of the corporate property should be 
 declared to be charitable property. Why the con- 
 fiscation of the whole of the property should shake 
 the confidence of owners of property, and the con- 
 fiscation of a quarter, a third, a half, should not be 
 open to objection on that ground, is not easy to 
 comprehend, but this part of Mr. Davey 's opinion 
 is obviously of a political, and not of a legal 
 character, and, even so, the appropriation of a 
 " considerable portion " is the most that is suggested. 
 
 In the same way Mr. Vaughan Hawkins would 
 not " recommend that the property of any persons
 
 COMMISSIONERS DOUBTED THEIR PREMISSES. 45 
 
 *' should be taken from them by the State ; " but 
 he concurs in Mr. Davey's proposal that some 
 portion of the corporate property should be im- 
 pressed with a charitable trust, and suggests that 
 the amount should be " that which is now actually 
 *' applied in charity ; " the logical consequence of 
 which would be that, if a man were in the habit 
 of giving <£30 a year to a hospital, he should be 
 compellable to transfer to the hospital trustees 
 aClOOO in consols, so as to produce that annual sum 
 for ever. However, both the advisers of the Com- 
 mission concur in recommending that there should 
 be no wholesale appropriation of the funds, and the 
 nine Commissioners who form the majority, while 
 justifying such an act, do not in their recommenda- 
 tions go beyond the limits suggested, viz. to appro- 
 priate a " considerable proportion " of the ccrrporate 
 property. The proportion is not defined, but 
 probably the larger number of the nine intend to 
 express their concurrence with Mr. Hawkins' 
 suggestion, viz. the forcible appropriation of about 
 the same amount as that which is actually applied 
 in charity at the present time. When the Report 
 appeared, the comment was made that seldom had 
 such tremendous premisses been made to lead to so 
 lame and impotent a conclusion ; but is not the 
 proper inference to be drawn from the recommenda- 
 tion, this : viz. not that the Commissioners were 
 unwilling to suggest a sweeping change, but that 
 they entertained very serious doubts whether their 
 '' tremendous premisses " had any foundation in
 
 46 DIVISION NOT TO BE ANTICIPATED. 
 
 fact, and so compromised with their consciences by 
 recommending partial, and not total spoliation ? 
 That some conclusion adverse to the Companies 
 would be arrived at no one doubted from the time 
 when the one-sided composition of the Commission 
 was made known. 
 
 Then, if the recommendation of the Commis- 
 sioners may be interpreted to amount to some such 
 suggestion as that of Mr. V. Hawkins, what is the 
 object of giving effect to it ? The confidence of 
 owners of property will be just as much affected 
 {pace Mr. Davey) as if the whole were taken, and 
 the public charities will receive no more. Can any 
 man say that there is any even moderate risk of 
 the property being realized, and the proceeds divided ? 
 and if anything of that kind were to be anticipated, 
 would it not have been doue long ago ? Kumours 
 of approaching confiscation have been rife now for 
 many years, and if anything could have caused such 
 a step as a division, it would have been the appre- 
 hension of those rumours proving correct. Under 
 such circumstances, if the Guilds had been disposed 
 to divide their property, they might well have been 
 induced to do so on the principle that cantabit 
 vacuus coram latrone viator. If all the Companies 
 had been in the position of the Glass -sellers, who 
 inform the Commission that they have " no pro- 
 perty," it is probable that no one would have taken 
 the trouble to suggest that a Commission should 
 be appointed. No such division, however, has 
 either taken place or been suggested — even Sir
 
 INCREASE IN BENEFACTIONS. 47 
 
 A. Hobhouse scouts the idea — and there is no 
 question that the words used by Mr. Hare, the 
 inspector of charities, with reference to the Grocers' 
 Company's charities, are equally applicable to the 
 corporate funds of all the Companies, and that 
 " there can be no doubt that in the case of these 
 '^ ancient, wealthy, and liberal bodies the funds are 
 "practically secure." 
 
 If the idea is not so much that the capital will 
 be got rid of, as that the amount of the Companies' 
 benefactions i^ likely to be diminished, what justifi- 
 cation can there be for such an apprehension ? If 
 the extent of the benefactions has of late rapidly 
 increased, the reason is a very simple one, and that 
 is, that, as the Commissioners themselves say, the 
 chief increase in the income of the property " has 
 " no doubt taken place during the present (Century, 
 " and as a consequence of the great recent rise in 
 " the value of house property in the City of 
 "London." In another passage in the Eeport it is 
 stated that the yearly income of the Companies, 
 taken as a whole, increased between 1870 and 1879 
 by more than JClOO,000. It is believed that it 
 would be found, on examining the accounts of the 
 Companies for many years back, that by far the 
 greater part of the increase in the income derived 
 from the corporate property has been devoted to 
 charitable purposes ; that the amount annually de- 
 voted to such purposes has steadily increased at 
 a pace out of all proportion to that of the increase 
 in what may be called the internal expenditure ;
 
 48 THE ''COMMON BANQUETS 
 
 that, in fact, the Companies practically fixed a limit 
 of expenditure for themselves, to which they have 
 generally adhered, and that the only reason why 
 the gifts to charity were not larger at an earlier 
 period was that the Companies had not the money 
 to give, except by stripping themselves altogether, 
 which could hardly be expected. 
 
 The " Common Banquet!' 
 
 Of course, if the theory is maintainable that the 
 members of the Companies are not entitled to retain 
 for themselves any benefit at all from the property 
 which they own, there may be some reason for 
 impressing the property with a charitable trust. 
 But that theory is not maintainable. The Majority 
 Keport itself does not suggest that there is any right 
 to appropriate all the property without compensa- 
 tion ; and it may reasonably be assumed that, so long 
 as the Companies retain the control of their corporate 
 property, and until they are restrained from so doing 
 by some competent authority, they will continue to 
 retain some benefits for their own members. A 
 great deal has been said by way of objection to the 
 forms in which those benefits are received ; but, 
 after all, is there anything so very objectionable 
 about them ? The Companies are not modern, but 
 very ancient institutions, and their habits, though 
 modernized, still show something of their mediaeval 
 origin. One of the forms of enjoyment which has 
 been most severely criticised is that which consists
 
 EXPENDITURE ON DINNERS. 49 
 
 in the members of the Companies dining together. 
 But what is there so very shocking about that ? If 
 any one thing can be said to be a national institu- 
 tion more than another, it is that of celebrating an 
 interesting event or promoting a friendly feeling by 
 a common meal. The session of Parliament opens 
 with political banquets ; Speaker's dinners run 
 through its course ; it concludes with a ministerial 
 entertainment at Greenwich. From time to time 
 we are constantly being informed through the Press 
 of more or less sumptuous dinner-parties on all 
 sorts of occasions at such political trysting-places as 
 the Devonshire and National Liberal Clubs. Even 
 in last year's Bill for the Reform of London Muni- 
 cipal Government, power was reserved (and much 
 credit was claimed for it on behalf of the framers of 
 the Bill) to the proposed new Corporation lo con- 
 tinue the entertainments at present in fashion at 
 the Mansion House. It would really seem that the 
 objection can hardly be to the dinners themselves ; 
 it must rather be to those who partake of them. 
 And yet it can scarcely be contended that ministers 
 and politicians have a right to dine, but that 
 business men have none. 
 
 It is said, no doubt, that the expenditure is ex- 
 cessive ; and it is certainly considerable and capable 
 of some retrenchment, but at the same time it 
 has been grossly exaggerated. No Company at 
 the present day incurs an expenditure upon any 
 dinner at all approaching the amount expended 
 upon the entertainments to General Monk in 1660. 
 
 D
 
 50 BEQUESTS FOR DINNERS. 
 
 Just by way of an example of the exaggeration 
 referred to, reference may be made to a passage in 
 a well-known book to which the Goldsmiths refer 
 in their memorandum, which alleges that "it is 
 " said that the Goldsmiths spend more than £30,000 
 " per annum in dining ; '^ the fact being, as the 
 impugned Company points out, that its expenditure 
 in this way is less than a fifth of this amount. It 
 should be remembered that the Companies are some 
 seventy in number, and that their members invite 
 guests of public distinction, as well as their own 
 friends, to attend the dinners which they provide. 
 It would be an interesting calculation to compute 
 the cost of a season's entertainments in Park Lane 
 or Grosvenor Square. If the money belongs to 
 the Companies, it is, one would suppose, a matter 
 for their own consciences, and not for persons 
 unconnected with them, to decide how it shall be 
 spent ; but, as a matter of fact, this is a point on 
 which very great misconceptions have prevailed. 
 " The common banquet " was one of the very 
 objects for which the Companies were originally 
 founded, and it is an object for which a considerable 
 number of donations and legacies have been directly 
 given ; so that the Companies are, in these cases, really 
 doing no more than using the money for the purpose 
 for which they received it. No doubt some persons 
 hold the extreme view, that no one ought to be 
 allowed to leave money for any purpose not ap- 
 proved by themselves ; but even assuming that the 
 standard of lawfulness in bequests upheld by all
 
 MANAGEMENT EXPENSES AND FEES. 51 
 
 such persons were the same (which is very unlikely), 
 and that it excluded leaving money for dinners, no 
 such rule has prevailed up to the present time, and 
 the just course would be to forbid such bequests for 
 the future, and leave such as exist ; or, if it were 
 thought necessary to interfere with them, the money 
 ought to be returned to the representatives of those 
 who gave it, and not to be appropriated upon some 
 shadowy pretext of its having been given for public 
 purposes, which every one knows to have no 
 foundation in fact. 
 
 Management Expenses and Fees. 
 
 Other forms of internal expenditure are thus 
 referred to by the Fishmongers' Company : "It 
 has been alleged that the expenses of management 
 are very large ; but they are not excessive. The 
 income of the Company is considerable, derived 
 from many sources, and its application distributed 
 over a multitude of objects, requiring great and 
 minute care, and a large amount of labour on the 
 part of a skilled and capable staff. Every account 
 and payment is submitted to a strict audit. The 
 attendance fees of members of the Court (the whole 
 pecuniary benefit which they derive from the Com- 
 pany) are less than the attendance fees of the 
 directors of many, if not of most, public Companies 
 of anything like equal importance, and only repre- 
 sent time and work honestly bestowed." The same 
 may be said of all the Companies. In no case do
 
 52 CHARGES OF JOBBERY. 
 
 the fees of a member of the Court approach the 
 amounts constantly paid to directors of joint-stock 
 Companies, who give far less time and trouble to 
 the concerns which they manage than do the 
 members of the Courts to the affairs of their guilds. 
 In the Company which the writer knows best, the 
 meetings last two, three, four hours, or longer, and 
 much time is given without any return whatever. 
 In some cases, as Sir F. Bramwell pointed out to 
 the Commission, the fees are far from compensating 
 eminent members for their loss of time elsewhere, 
 but they take a pride in their work and prefer to 
 continue to do it even at a loss. There would 
 certainly be some saving if the Courts were 
 numerically smaller, but it is very doubtful whether 
 such saving would not be more than counter- 
 balanced by the increased obstacle which would 
 be placed in the way of liverymen desirous of 
 attaining to the object of their laudable ambition, 
 a seat on the Court of their Company. 
 
 Charges of Jobbery, 
 
 But the assailants of the City Companies have 
 not remained content with attacking forms of ex- 
 penditure which admittedly exist, and which may 
 be regarded as more or less justifiable according to 
 the point of view of the writer or speaker. They 
 have brought against the members of the Com- 
 panies charges of a far grosser kind, with respect to 
 matters on which hardly any difference of opinion
 
 ENTIRE ABSENCE OF JUSTIFICATION. 53 
 
 could exist, and without any j iistification whatever. 
 We do not allude so much to the allegations that 
 members of the Companies are accustomed to be 
 presented with a cheque when they sit down to 
 dinner. If the cheques have been earned by attend- 
 ance at a previous business meeting, it does not 
 really seem to matter very much in what particular 
 part of the Company's premises they are handed 
 over. But in point of fact the whole statement 
 seems to have crumbled away altogether before the 
 inquiries of the Commission. No living member of 
 a Company appears to have ever heard of such a 
 practice ; it certainly does not exist in the one the 
 writer knows best. 
 
 But the allegations go as far as to say that 
 the Courts of the Companies grant leases of the 
 Companies' property to their own members at 
 absurdly low rentals, so that they can relet them 
 at great profit ; that the members of the Courts 
 vote themselves pensions, and make use of the 
 charities or patronage of their Companies for their 
 private benefit, and so on : things which no one 
 could describe as otherwise than disgraceful, if they 
 really happened. It would seem difficult to believe 
 that such statements could be made without some 
 foundation in fact, yet so it is. No evidence given 
 before the Commission supports one jot of them. 
 " No liveryman or member of the Court," say the 
 Cloth workers' Company, " can receive any pension 
 *' or alms, without resigning his position and re- 
 " turning to that of a simple freeman ; " and so is it
 
 54 THE GOVERNING BODIES. 
 
 witli all the Companies. So wisely jealous is the 
 writer's own Company of any impropriety in this 
 respect, that no member of the Court can even be 
 retained to perform ordinary professional duties for 
 the Company, however desirable circumstances might 
 render it ; and other Companies are believed to be 
 equally strict. 
 
 The most reckless of the maligners of the 
 Companies is one who, while stating before the 
 Commission that he has " never suggested any dis- 
 " honour to any single member of the Companies," 
 has yet had the audacity to write in one of his 
 publications that *' the conduct of the Companies 
 " has been such in their trusts as, if they had been 
 *' private individuals, would have subjected them to 
 "be treated as criminals." The whole is, of course, 
 made up of its parts, and if the Companies have 
 acted criminally, then so must those who have 
 directed their administration. Then, who are these 
 with respect to whom such language is held ? 
 Merchants, bankers. City men, graduates of the 
 Universities, clergymen, doctors, lawyers of both 
 branches of the profession, architects, surveyors, 
 engineers, politicians, members of Parliament, even 
 ministers and ex-ministers of the Crown — all men 
 of education and position, and in private charity 
 probably not less generous than their critics. Where 
 should integrity and uprightness be met with if not 
 here ? " Coelum non animiim onutant qui trans 
 " mare currunt,'' wrote the Roman poet ; but if 
 such men as these cannot even cross the threshold
 
 THE CHARITABLE EXPENDITURE. 55 
 
 of a City hall without becoming tainted with cor- 
 ruption, where is the civic virtue of the country 
 to be found ? If the property were taken from the 
 rightful owners and put into other hands, to whom 
 would it be entrusted ? Why, to the brothers and 
 cousins and sons of the men from whom it was 
 taken, or at all events to men of the same class 
 and a similar education. The Sovereign's touch 
 used to be supposed to cure some forms of disease, 
 but it will be something quite new if an appoint- 
 ment by the Crown to a public office is sufficient 
 to make the nominee straightway wise and virtuous 
 above his fellows. 
 
 The Charitable Expenditu7^e of the Companies. 
 
 One of the objects of the assailants of the 
 Companies in thus dwelling upon what they consider 
 to be the objectionable features, real and fictitious, 
 in their management, is obviously to obscure the 
 greatness of the efforts which they make to promote 
 the general welfare. The Majority Eeport, however, 
 estimates the sums devoted by the Companies to 
 public or benevolent objects at about half their total 
 income, and that, too, including a very large sum 
 considered to be the value of the halls, furniture, 
 plate, etc., which produce in fact no income at all. 
 Of the income thus used for public purposes, about 
 four-sevenths arise under express trusts, while the 
 remaining three-sevenths are voluntarily set aside 
 by the Companies. Of the former portion three-
 
 56 CONTRIBUTIONS TO PUBLIC OBJECTS. 
 
 eighths are stated to be applied to the support of 
 almshouses and the maintenance of poor members ; 
 an equal proportion to education ; and the remaining 
 quarter to charitable objects of a general kind. Of 
 the latter portion about one-third is devoted to 
 education, while the remaining two-thirds (after 
 some deduction for sums expended in relieving poor 
 members) are applied to benevolent and public 
 objects of a general character. 
 
 The Irish and English estates receive contribu- 
 tions to local institutions ; hospitals, dispensaries, 
 and other medical charities are assisted ; religious 
 charities receive subsidies ; secular objects, as 
 orphanages, refuges, and funds for the relief of 
 distress, such as the poor-boxes at the Metropolitan 
 Police Courts, are supported ; and large contributions 
 are made to the numerous ** Mansion House Funds " 
 set on foot by the Lord Mayor for the time being. 
 The Commissioners specially refer to the London 
 Hospital, which, within a period of ten years, 
 received £26,500 from one Company alone — that 
 of the Grocers'. The City and Guilds Technical 
 Institute has received a building fund of up- 
 wards of £100,000 ; and annual subscriptions 
 amounting, at the date of the report, to £25,000 a 
 year, but since increased, have been promised to 
 it, and there is no doubt that any further sums 
 which may be required will be forthcoming. This 
 is an Institution which appears to have no 
 parallel in the world. Considerable sums have 
 formerly been spent by the Mercers' and Skinners'
 
 EVILS OF INTERFERENCE. 57 
 
 Companies on the St. Paul's and Tonbridge Schools 
 respectively ; while the great Merchant Tailors' 
 School is supported entirely at the corporate cost 
 of the Company after which it is named, and 
 which has expended on it, during the ten years 
 over which the Commissioners' inquiry extended, no 
 less than £140,000. 
 
 This is a pretty substantial contribution to 
 public purposes. If the Companies' property were 
 taken away and redistributed, the great insti- 
 tutions might not suffer — they would attract 
 attention and escape being passed by in silence : 
 it would be the charities of a more general kind 
 which would suffer ; the poor of the Companies 
 (whose ancestors frequently contributed to the 
 funds from which they are assisted) would no 
 longer have their necessities relieved with 'care and 
 tenderness, but would have to seek such refuo^e as 
 could be found in the workhouse ; the hospitals, 
 dispensaries, and orphanages would miss their 
 subsidies ; the Metropolitan magistrates would have 
 to send many empty away. Even with regard to 
 the greater works of the Companies, it may well 
 be doubted whether the Institutions founded and 
 cared for by them would be equally well tended by 
 persons having no traditional association with their 
 welfare. How could a new body take such a pride 
 or interest in the Merchant Tailors* School as the 
 Guild to which its existence and reputation are due ? 
 St. Martin of Tours gave half his cloak to the poor 
 and needy, and was canonized for it ; the City
 
 58 SUPPRESSION OF FOREIGN GUILDS. 
 
 Guilds have done the same, and they are threatened 
 with martyrdom. 
 
 The Argtiment from the Suppression of Foreign 
 
 Guilds. 
 
 The Majority Eeport summarizes the facts with 
 respect to the suppression of trade guilds in various 
 continental countries, as if that afforded a precedent 
 which it might be just, though not expedient, to 
 follow ; but the same page states that, in all the 
 countries referred to, the guilds seem to have been 
 much more exclusively associations of members of 
 trades than was ever the case with the London 
 Companies, so that the analogy is of a very im- 
 perfect character ; indeed, from the facts stated, it 
 would appear that the suppression was generally 
 justified by the vexatious monopolies of the guilds 
 and their interference with the free course of trade. 
 In London there has, of course, been nothing of the 
 sort. But what a precedent to select ! Take the 
 first instance, that of France, with which may be 
 coupled Belgium and the Netherlands. In these 
 three countries the guilds were suppressed, and their 
 property confiscated, during the French Eevolution. 
 This measure seems to have been part of the process 
 thus stated by M. Taine, in the third volume, which 
 has recently appeared, of his " History of the Revo- 
 lution : " — ''On June 27th, 1793, the Convention 
 " closed the Stock Exchange ; in the next year it 
 *' suppressed all financial companies, and forbade all 
 "bankers, merchants, or any other persons to form
 
 EX POST FACTO LEGISLATION. 59 
 
 ' any establishment of the kind under any pretext 
 
 * or name whatsoever. The Commune sealed up, in 
 
 ' September, 1793, the desks and safes of all bankers, 
 
 ^money-changers, and men of business, and even 
 
 'put them in prison; but as they were forced to 
 
 ' meet the bills drawn on them, they were let out on 
 
 ' sufferance, under the guard of two ' good citizens,' 
 
 ' whom they paid." And so through all classes. 
 
 When such was the system applied to individuals, 
 
 corporate bodies could hardly hope to escape ; but 
 
 whether such a precedent is one likely to meet with 
 
 favour in this country at the present time, may be 
 
 doubted. In the reign of King James IL, indeed, 
 
 the Companies' Charters were seized by proceedings 
 
 in quo warranto, but the Kevolution of 1688 had 
 
 hardly taken place before those proceedings were 
 
 solemnly declared by Act of Parliamenf to have 
 
 been illegal and arbitrary, and the Companies were 
 
 fully restored to their former position, with all its 
 
 rights and privileges. 
 
 Ex post facto L egislation. 
 
 In Tudor times a bill of attainder was a favourite 
 course with the Sovereign, when he discovered that 
 a subject was getting too rich, or was in possession 
 of something which he himself or his favourites 
 would like to have. From that time downward such 
 proceedings have generally been regarded as quite 
 the reverse of justifiable, yet what is the difference 
 between the Tudor Act of Parliament and the Act
 
 6o NO PUBLIC NECESSITY, 
 
 which the assailants of the City Companies wish to 
 see passed ? There seems to be very little, except 
 that in the former case the Act affected an individual, 
 in the latter it would affect corporations ; in the 
 former case it was passed for the benefit of a monarch, 
 in the latter it would be passed for the (supposed) 
 benefit of the people. Whether this makes any 
 very great difference in principle may be left to 
 others to say. However it were looked at, it would 
 be ex 'post facto legislation of the most flagrant kind. 
 Here are a set of people who, and whose prede- 
 cessors, have enjoyed and held their property 
 absolutely and without question for several, in 
 some cases six or seven, centuries. The proposal 
 is simply to take it away. True, this is the pro- 
 posal of the extremists and not of the Commissioners, 
 but the majority of the Commission appear to 
 consider that it would be justifiable. Yet it seems 
 difficult to understand how such a proposition can 
 be maintained. 
 
 If there were a public necessity for having the 
 land in the hands of individuals : very well, the 
 public necessity overrides other considerations, and 
 the Companies' landed property must be taken from 
 them. But they should receive the price of it. 
 The charters are to be seized. Then the Companies 
 should revert to their unchartered status, before 
 their incorporation, and hold their property as at 
 that early date. If the public interest demands 
 the suppression, the abolition of the companies : 
 very well, they must be suppressed, abolished. But
 
 INJUSTICE TO INTERNAL REFORMERS. 6i 
 
 unless every principle which has hitherto guided 
 the legislation of this country is to be departed 
 from, they must be left to do what they will with 
 their property. It is not easy to see what public 
 interest is at stake on either of these points. Truly, 
 if the Companies are not abolished, those who wish 
 to abolish them will not have the credit of having 
 succeeded in their endeavours — a result mortifying 
 to them, but which it can hardly be considered a 
 public interest to avert. On the other hand, there 
 is the public interest of avoiding what the Com- 
 missioners' own legal adviser describes as an act of 
 confiscation ; and the remark of the Goldsmiths' 
 Company seems to be amply justified, that, if the 
 question were carefully considered, it would appear 
 to law-makers as well as to lawyers, that if Par- 
 liament were to dispossess the Companies of any 
 portion of their property, or to interfere with the 
 appropriation of their revenues, without compen- 
 sation, a principle of law would be attacked, by the 
 violation of which the property of every landowner 
 in the kingdom would be rendered insecure. 
 
 Injustice to Internal Reformers, 
 
 Such a result was certainly not anticipated by 
 the many Liberal liverymen who, notwithstanding 
 all rumours of coming interference, yet gave their 
 votes at the last General Election for the present 
 Government, believing that it was right that an 
 inquiry should be made into the facts respecting
 
 62 RESTRAINT ON ALIENATION. 
 
 the Guilds, and feeling every confidence that, if 
 such an inquiry should conclude favourably for 
 them, they would receive the benefit of that result. 
 Such liverymen will have a right to feel dis- 
 appointed if, after a prolonged inquiry which has 
 brouo-ht out so little to their disadvantage, a 
 measure should be passed which would be only 
 appropriate if all the allegations of their adversaries 
 had been substantiated, and which could not be 
 passed if members of Parliament would take the 
 trouble to look into the matter and form their 
 opinions for themselves. Such a result would also 
 be a sore discouragement to those present members 
 of the Companies who have for years past been 
 managing the affairs of the Companies more and 
 more in the public interest, and who would, in 
 return, be dispossessed of their funds and deprived 
 of the power of carrying on their good works in the 
 future. 
 
 The Proposed Restraint on Alienation. 
 
 The majority of the Commissioners, however, 
 though they do attempt to justify a sweeping 
 measure of confiscation, do not recommend it ; and 
 it is of more importance to inquire what it is that 
 they do recommend with respect to the property of 
 the Guilds. The first of their recommendations is 
 that the Companies should be restrained from 
 alienating their real and personal estate. As to 
 this, if there could be any guarantee that its only
 
 THE CORPORA TE PROPERTY SECURITY BILL. 63 
 
 result would be to prevent a division of the pro- 
 perty of any given Company among the members 
 of that Company existing at any particular time, 
 no great harm would be done to the Companies by 
 its becoming law ; for all of them disclaim in the 
 most unqualified way any intention of doing that 
 which such a measure would prevent. It would 
 really have no practical result beyond putting 
 difiiculties in the way of changes of investment and 
 similar transactions incident to the possession of 
 property. But such an enactment would have the 
 efiect of placing the Companies in a different posi- 
 tion from all other owners of property, and of 
 marking them out for future spoliation ; and it 
 certainly seems objectionable to mark out any par- 
 ticular section of the community in such a way, 
 however trifling, as before suggested, the practical 
 result might be. 
 
 The Corporate Property Security Bill, 
 
 The Bill which has been introduced into Parlia- 
 ment in its present session by Sir C. Dilke and 
 the Attorney- General, under the sarcastic title of 
 " The Corporate Property Security Bill," is a very 
 different measure from that recommended by the 
 Commissioners. It is unnecessary here to draw 
 attention to the extraordinarily wide character of 
 its provisions and the great diversities between 
 the bodies which it comprehends in its scope. 
 Simply confining our observations to its bearing
 
 64 THE VICE OF THE BILL. 
 
 upon the City Companies, it is impossible not to 
 feel some surprise at the manner in which it is 
 framed. Its recitals put into the mouth of the 
 legislature a statement which is known to every- 
 body to have no foundation, viz. that doubts are 
 entertained as to the lawfulness of the individual 
 members for the time being terminating the exist- 
 ence of the associations and dividing the property, 
 whereas no one has the slightest doubt that the 
 way in which a chartered corporation comes to an 
 end is by the surrender of its charter, or that the 
 members for the time being have a perfect legal 
 right to divide such corporate property as is subject 
 to no express trust. If the proposed legislation 
 was expedient, it was surely unnecessary to prefix 
 to it a preface of this kind. 
 
 As to the enacting part of the Bill, the Commis- 
 sioners recommended a simple restraint on aliena- 
 tion ; the Bill, which has previously recited that 
 the associations " were established with a view to 
 ^' a continued existence," lays down that the cor- 
 porate property is to be " deemed to be and to 
 "have been held on trust for the members for 
 '*the time being of the association and their suc- 
 *' cessors." Then comes a prohibition to dissolve 
 the associations or divide their funds. At the first 
 blush this may seem tolerably harmless, but, in 
 point of fact and in its essence, the Bill works a 
 fundamental change in the nature of the corporate 
 property. It converts that which no oue seriously 
 doubts to be at present, in the eye of the law.
 
 REMAINING RECOMMENDATIONS. 65 
 
 private property, into trust property, of which the 
 trusts can be varied with comparative ease at some 
 future time. In other words, the. Bill begs the 
 whole question between the Companies and those 
 who wish to despoil them. Of course some friends 
 of the Companies may rely on the fact that the 
 trust declared is for the benefit of the members, 
 and that such a trust, now declared, could hardly 
 be altered forthwith for the benefit of outsiders ; 
 but that consideration does not affect the fact that 
 the nature of the property is essentially changed, 
 or afford any satisfactory assurance that the trusts 
 now proposed to be declared will be allowed to 
 continue. The well-known ** confidence trick," in 
 one of its phases, consists in making that safer 
 which was safe enough before, with the result that 
 it disappears altogether. 
 
 The Remaining Recommendations of the 
 Commissioners.. 
 
 The second recommendation is for the publica- 
 tion of the Companies' accounts. This also is a 
 matter which does not seem likely fer se to lead 
 to any very important results. The Companies do 
 not appear to have any reason to be ashamed of 
 the manner in which they deal with their corporate 
 revenues ; the difficulty is to see on what ground 
 their accounts should be published, and not those 
 of the Carlton and Keform Clubs, the Freemasons' 
 Lodges, or, let us say, of the individual members 
 
 E
 
 66 ''MODERATE'' COMPENSATION. 
 
 of the Commission. The third recommendation 
 relates to the Parliamentary Franchise, which is 
 outside the scope of this paper. The fourth 
 suggests the apj)ointment of a Commission (1) to 
 allocate a part of the Companies' corporate incomes 
 to " objects of acknowledged public utility ; " (2) 
 to prescribe the application of their trust incomes 
 to similar objects ; (3) " should it prove practic- 
 able," to reorganize the constitution of the 
 Companies. The last point is not one directly 
 concerning the property of the Companies ; but 
 the two first do affect it very directly indeed. 
 
 The whole object of this paper is to show cause 
 against the first of the two suggestions, which is 
 really to compel, by Act of Parliament, private 
 owners of property to go on doing that which they 
 are already doing of their own free will; and it 
 seems unnecessary to refer to it again here. The 
 second of the two suggestions, relating only to the 
 trust incomes, might, if carried out in a discrimi- 
 nating spirit, be really beneficial, and the "objects 
 ''of acknowledged public utility," as defined by the 
 fifth recommendation, seem to afford a large variety 
 of objects to be benefited. The sixth recommen- 
 datiou very properly puts Metropolitan objects in 
 the foreground of objects to be benefited. The 
 seventh deals with the appointment of the suggested 
 Commission ; and the eighth proposes " moderate 
 compensation " to members of the Companies in- 
 juriously affected by the Commissioners' suggestions. 
 It does not appear why persons considerably injured
 
 FORM OF LEGISLATION, IF ANY. 67 
 
 should be " moderately " compensated. That would 
 certainly seem to be contrary to precedent. An 
 owner of property, who had it taken from him for 
 such an '^ object of acknowledged public utility " 
 as the construction of a railway, would be tolerably 
 certain to be compensated at a rate to which the 
 epithet of " moderate " would hardly be applicable. 
 The Commissioners do not approve of the suggestion 
 made by some of the Companies, that they would be 
 willing to pay Succession Duty, on the ground that 
 the State would not be justified in singling them out 
 for special legislation in this respect — a ground for 
 refusing to recommend the proposed step which is 
 very reasonable in itself, but which one would have 
 expected to find operating on the minds of the 
 Commissioners at a considerably earlier period of 
 their deliberations. 
 
 The Form which Legislation, if any ^ shottld take. 
 
 Eeference has already been made to " The Cor- 
 porate Property Security Bill," and it may probably 
 be assumed that some attempt will be made to give 
 further efiect by Act of Parliament to the Majority 
 Eeport, perhaps in some modified shape. If that 
 should be the case, and a proposal to divert some 
 portion of the Companies' corporate incomes should 
 be submitted to Parliament, then it seems clear 
 that the most reasonable, perhaps the only reason- 
 able, mode of carrying this out will be to prescribe 
 in the Act the total annual sum to be diverted 
 in this way, not leaving the body charged with
 
 68 A SPECIAL COMMISSION NOT DESIRABLE. 
 
 giving effect to the Act to strip the Companies at 
 its pleasure or caprice, nor laying down that the 
 same fixed proportion of each Company's income 
 is to be diverted (which would have very different 
 results in the cases of the different Companies, in 
 consequence of their very different circumstances), 
 but fixing the total annual sum, and leaving it to 
 the authority to be constituted to apportion this 
 subsidy among the Companies according to their 
 circumstances. It w^ould add flexibility if the 
 apportionment were varied from year to year as 
 incomes varied, and if the sums appropriated were 
 not devoted permanently to particular objects, but 
 the Companies were left to apply them to such 
 public purposes as the authority should from time 
 to time approve. 
 
 As to the authority which should have the 
 carrying of such a scheme into effect, it does not 
 seem likely that any special Commission would do 
 so more successfully than the Charity Commission, 
 which has so long been accustomed to deal with 
 matters of a similar nature, and which might be 
 strengthened, if necessary, in order to enable it to 
 do what was required. If, however, a special Com- 
 mission were preferred, the least that could be done 
 would be to name its members and its secretary in 
 the Act of Parliament, so that there might be some 
 security for their fairness and moderation. Whether 
 such a new Commission could usefully interfere 
 with the constitution of the Companies seems to 
 have been doubted even by the Commissioners who
 
 DESTRUCTION AND RECONSTRUCTION 69 
 
 signed the Majority Eeport ; and having regard to 
 the efficient way in which the Courts of the Com- 
 panies have up to the present time managed both 
 their corporate and trust property, but for which 
 efficient management that property would never 
 have increased in value to the present extent, there 
 seems to be no particular object in disturbing the 
 present arrangements. 
 
 Destruction should be followed by Reconstruction. 
 
 If the time should ever come when the most 
 extreme assailants of the Companies should see 
 their wishes fully realized, and the Companies 
 should cease to exist, the members of the Com- 
 panies at that date (may it be far distant) would 
 be doing no more than justice to their predecessors, 
 and credit to their own inherited traditions, if they 
 were to reunite themselves, either with or without 
 the assistance of the Joint Stock Companies Acts, 
 as far as possible upon the principles which have 
 been tried by the test of centuries and have not 
 been found wanting, guarding against all possibility 
 of such contentions in the further future as have 
 now been raised against them, continuing " the 
 " common banquet and the common purse," bringing 
 into the latter such " moderate compensation " as 
 may be allowed them, supplementing the funds 
 so derived where necessary, and striving to make 
 their new societies — what the existing ones have 
 been and are, in the words of a minute of the
 
 70 THE MERCERS' PROTEST. 
 
 Grocers' Company dated in 1687 — *^ nurseries of 
 " charities and seminaries of good citizens." 
 
 Conclusion, 
 
 The writer would, however, earnestly deprecate 
 any legislative interference with bodies which year 
 by year devote larger and larger proportions of that 
 which is, in law, absolutely their own to promoting 
 the welfare of persons less favourably situated ; 
 and this paper may be fitly concluded with the 
 protest prefixed to the Return of the Mercers' 
 Company to the inquiries of the Eoyal Commission, 
 in which the premier Company sums up the ob- 
 jections to legislative interference which all the 
 Companies entertain, in the following terms : — 
 
 " The private property of the Company has been, 
 "for the most part, held by them for centuries 
 " without adverse claim or question. It was either 
 " purchased by the Company (in many instances from 
 "the Crown) out of savings of income, with con- 
 " tributions from members of the Company, or with 
 "moneys derived from the sale of other private 
 " property, or was bequeathed to them by deceased 
 " members, and has been handed down through 
 " many generations of Mercers to the existing free- 
 "men of the Company, by whom it is held by at 
 "least as good a title as the estates of any private 
 "landowner in the kingdom, or of any joint-stock 
 "company or other voluntary association. The 
 "Mercers' Company have always been anxious to
 
 CONCLUSION. 71 
 
 '^ carry out the numerous and complicated charitable 
 ** trusts confided to them in past times, and have 
 " fostered and increased them in no niggardly spirit. 
 " They have also endeavoured to fulfil the duties 
 " cast upon them as the owners of large estates. 
 " They have always exercised their right to sell any 
 '^ parts of their private freehold estates, and to deal 
 " with them in such manner as they thought proper, 
 *' without any interference ; and they desire to protest 
 '* in the strongest and most emphatic manner against 
 " the supposition that they hold their private pro- 
 "perty, as distinguished from their estates which 
 " are held for charitable purposes, upon any trusts 
 'Svhatsoever. They desire further to record their 
 " claim that, if a question should be raised whether 
 '' a particular property is subject to any trust, or is 
 " the private property of the Company, every such 
 '* question should be determined only by the Courts 
 " of Law of the realm."
 
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