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-Mr. Hayes Usher's Hesitation.…


Mr. Hayes Usher's Hesitation. n 1 1' The resignation of Mr Hayes-Fisher, during the sitting'of the House of Commons on Tuesday last, of the position he held under the Treasury, has once more drawn universal attention to the" Telescriptor Syndicate Case." The judgment delivered by Mr Justice Buckley in this case and the observations made by him on the conduct of Sir Joseph Lawrence and Mr Hayes- Fisher have already called forth strong adverse criticism in legal circles. The "Law Journal" in its issue of the 4th inst., in the course of a long leader devoted to the points arising in the case, proceeds to show conclusively that the view taken by the learned judge is untenable in law. The article in question opens with the observation that an Equity Judge approaching business matters with a mind sophisticated by artificial notions is apt to do very groat injustice to business men and their methods," and states the facts of the case, with which the public are by this time familiar; then referring in particular to the division of the shares among the Directors of the Syndicate andtlagsate by Hoffman, the "Law Journal" proceeds as follows :—"Now, if this had been the case of an ordinary company offering its shares to an unsuspecting public, such presentation of bonus shares by the vendor to Wallace as promoter, and to Hoplcitison, Lawrence, and Hayes Fisher as directors, would, if made secretly, have been clearly contrary not only to technical equity but to ordinary rules of business morality, at all events, in the case of the directors. But a private syndicate is a totally different thing from a public company. It is a company only in form-for convenience of manipulation in substance it is just a partnership, and if the members of such a partnership agree to an arrangement like the above there is no principle of law, or equity, or morality to prevent them, for the simple reason that nobody is deceived, and nobody, therefore, injured. Sir J. Lawrence and Mr Hayes-Fisher, indeed, were very angry when they heard that Hoffman had been parting with some of his shares, and well they might be, because it put them and other members of the syndicate in a false position. "Such a breach of good faith on Hoff- man's part could not, however, change intentions or convert what was in its incep- tion a perfectly honest arrangement into a dishonest one. The fallacy of treating a private syndicate like a public company, which runs through Mr Justice Buckley's judgmeut, has, in our opinion, led him to pass a wholly unmerited censure on the gentlemen concerned in this syndioate. It is regrettable, but it must ba borne in mind that the learned judge's remarks are pi-imce impressionis only, and, in part, extra-judicial, and must not be taken in any way to prejudge, still less conclude, the questions raised as affecting these gentle- men. "The point before Mr Justice Buckley was simply whether the winding up pro- ceedings ought to be stayed under Section 89 of the Companies Act, 1862, i.e., taken out of the hands of the Official Receiver. Mr Justice Buckley merely decided that he was not satisfied that they ought. When the time comes there seems every proba- bility that these gentlemen will be able -D fully to vindicate not only their integrity, but the absolute legality of their share in these transactions."

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