MEMORANDUM BY MR. FIRTH.

The presentation of "Statements" by some of the companies, containing strong personal reflections upon myself, and practical impeachments of my writings, renders it necessary for me to add to the Report (in the appendix of which such statements may be found) a memorandum setting out the facts on which the impeached propositions rest.

To a considerable extent the refutation of these Statements is already contained in the Report, but this is not the case as to the whole of them, and it is, therefore, necessary for me to deal with them specially.

I shall confine myself to the additional observations supplied by Sir Frederick Bramwell and Mr. Prideaux, on behalf of the Goldsmiths' Company, and to the "Statement" by the Grocers' Company.

Apart from a good deal of irrelevant personal matter, to which I shall allude later on, the chief attack of these two Companies is directed against nine propositions contained in my book "Municipal London."

With respect to this book, I may say generally that there was at the time when it was written very little available knowledge of the working of the Livery Companies. It was based as respects such matters upon information supplied from responsible sources, and those who take the trouble to compare its statements of fact and conclusions of law with those that are contained in this Report will find perhaps the most complete vindication of them both that has ever been afforded to any book written under such difficult conditions. The conclusions from such facts and law are summed up in "Municipal London" in nine propositions, and of these the Goldsmiths' Company say that they are all "either partially or entirely unfounded, except so far as they contain matter of opinion," and the Grocers' Company are not less emphatic.

The nine propositions set out in " Municipal London" at page 635 are as follows:1. The London Livery Companies are an integral part of the Corporation.

2. The property of the Companies is public trust property, and much of it is available for municipal purposes.

3. The Companies are trustees of vast estates, of which London tradesmen and artizans ought to be the beneficiaries, but such trusts are disregarded.

4. The Companies are also trustees of estates applicable to charitable uses; they fail to apply to such uses the whole of the funds fairly applicable to them.

5. The Companies were incorporated to benefit trade, to train artizans, and to repress bad workmanship; they perform none of these functions.

6. The Companies are, by Charter, to be composed of members of a given trade in many cases, and are legally compellable to admit members of it. They admit members irrespective of trade, and impose restrictions on those who are admissible.

7. The Companies are subject to the control of the Corporation, but as the members of that body are members of the Companies also, and are promoted in the latter concurrently with their advancement in the former, such control is never enforced.

8. The Companies are subject to the control of the Crown, and their lands and monopolous privileges were only granted on condition that they performed certain duties; they have ceased to perform the duties, but they continue to hold the lands.

9. The continuance of a large amount of land in the heart of the City, and in the north of Ireland, in the hands of corporate and unproductive bodies, is a hindrance to commerce and a loss to the public revenue.

PROPOSITION 1.

"The Livery Companies are an integral part of the Corporation."

Sir Frederick Bramwell and Mr. Prideaux, on behalf of the Goldsmiths' Company, say that this proposition "is entirely unfounded, and is directly contrary to a legal

"decision cited by Mr. Firth in support of it." The Grocers' Company also deny

its truth.

66

66

In support of the truth of the proposition, I may refer to the historical facts which are detailed in the preceding report, and to the opinion of Mr. Horace Davey, Q.C., printed in the Appendix, where he says, "I think the Companies must be considered to have been constituent and integral parts of the Municipal Corporation of the City "of London. This is shown by the facts (1) that no person could be a freeman "of the City who was not a member of one of the Companies; (2) that the constituency which elected and still formally elects the Lord Mayor was composed of the liverymen of the Companies; (3) that livery men, as such, enjoy the parliamentary franchise for the City, subject to certain conditions of residence imposed by statute; (4) that the old mode of raising money in the City was by the Corporation apportioning the sum required between the Companies, and issuing a precept to the Companies to raise their quota from their members (see in The "Skinners' v. Irish Society, 12 Cl. & Fin.)"

66

66

66

66

These references may be regarded as decisive, and thus the Companies are at once brought within the principles applied to Municipal Corporations in 1835. It may, however, be useful to draw attention to some further considerations supporting the same conclusion.

And, first, as to the statutory provisions of the 11 Geo. I. c. 18, which still controls City elections.

By this statute it is provided that all elections of mayor, sheriffs, chamberlain, bridgemaster, and auditors are to be made by members of Companies, who are on the livery, and in case of a poll each elector is required to swear that he is a freeman of London, and that he has been for 12 calendar months on the livery of a particular Company. The Lord Mayor may by precept require the master and wardens of the various Companies to cause their clerks to return lists of all the liverymen upon oath. And it is further provided by section 14 that no person or persons whatsoever shall have any right or title to vote at any election of a mayor, &c. who have not been upon the livery for 12 calendar months before such election, and who have not paid their respective livery fines.

66

66

If the Livery Companies as such are not an integral part of the Corporation, then their dissolution would not affect it. But, if they were dissolved, it is manifest that there could be no election of either Lord Mayor or sheriffs, and the Corporation itself would ipso facto be dissolved also. R. v. Bellringer, 4 Durnford & East, 810; R. v. Miller, 6 D. & E., 268; R. v. Morris, 4 East, 17; and R. v. Pasmore, 3 D. & E., 241. It is pointed out in the preceding Report that "the freedom of a Company was, down to the year 1835, a condition precedent to the freedom of the City." In other words, the Companies formed the Municipality. See also evidence of Mr. Pulling before the Commissioners of 1854, Question 881: "A person cannot acquire "the rank of citizenship without being a member of one of the Companies. The Companies, therefore, form legally an integral part of the Corporation of London." The inference from the facts is, therefore, clear, and was accepted as clear by the Municipal Commissioners of 1835, who inquired into them on the basis of their being a part of the Corporation. It is also to be remarked that the Corporation of the City of London have invariably held this contention. It has been repeatedly held good in Courts of Law. In Wannell v. The Chamberlain of the City of London, quoted Question 3,013, a return that the Corporation of London "consists of several societies, guilds,' &c. was held good. In the subsequent case, Rex v. Bosworth, 1 Strange, 1,111, a return by the Chamberlain of the City that "the Corporation consists of several "guilds and fraternities into one of which persons entitled to freedom are admitted" was also held good. Notwithstanding this apparently unassailable contention, the Grocers' and Goldsmiths' Companies have suggested to the Commissioners that a case decided in 1775, and known as Plumbe's Case, has practically reversed the previous law, changed the constitution of the City, and dissociated the Companies from it. The case is not reported in any of the recognised reports, but may be found in an extremely rare book, edited by the solicitor of the City, John Roberts. The Companies, in their statements, have entirely misapprehended the effect of the case. The Grocers' Company have not even taken the trouble to ascertain the elementary facts in the case, as they say that it arose out of some "impudent proceedings of Lord Mayor Wilkes," when, as a matter of fact, it arose upon a precept of Lord Mayor Beckford, whose statue, as a chief defender of civic privileges, may now be seen in the Guildhall. Having regard to the severe contention which exists about this case, and to the stupendous issues which the Companies suggest were decided on it, I think it necessary to set out the facts.

At a Common Hall, held June 25, 1769, after election of sheriffs, chamberlain, &c., it was resolved to petition His Majesty, praying for a redress of grievances. Such petition to be presented by the Lord Mayor and three of the City representatives in Parliament.

Such petition was presented, but the King gave no answer.

A committee of the livery was then appointed on 28th September 1769.

March 1st, 1770. They present a memorial to Common Council, asking them to convene liverymen to take further measures. This was agreed to. Lord Mayor Beckford sent precept to master and wardens of the various Companies, requiring them to meet on 6th March.

The livery met on that day in Common Hall, and agreed to an address, remonstrance, and petition to be presented to the King.

The King gave answer from the Throne.

22nd March 1770. Court of Assistants of Goldsmiths' Company resolved that for the future the wardens should not summon the livery to the Guildhall, except for purposes of elections, without express approbation or consent of the Court. Grocers and Weavers adopted similar resolutions.

9th April 1770. Lord Mayor sent precept to the master and wardens of Companies to appear on April 12th, to receive King's answer, and to take into consideration these resolutions.

April 12th, 1770. Common Hall held. King's answer reported, and proceedings of Goldsmiths, Grocers, and Weavers referred to the committee of the livery.

September 27th, 1770. Committee of livery memorialized Common Council for a joint committee of the Court, on the subject of reference, which was agreed to and appointed.

Case prepared for opinion of counsel: Mr. Wedderburn (afterwards Lord Loughborough), Serjeant Glynn, Mr. Denning, and the Common Serjeant, Mr. Nugent.

66

Their opinion was that the "head officer of every Corporation may convene the body or any class of it whenever he thinks proper. And that therefore the Lord Mayor, in convening the Common Hall, acted within his right, and that officers of Companies refusing to summon their respective bodies were punishable by disfranchisement.

June 5th, 1771, at Common Hall, resolved that informations of disfranchisement should be filed in the Lord Mayor's Court against wardens, &c. of the Goldsmiths, Weavers, and Grocers.

They were accordingly filed, but the only one tried was that against Alderman Plumbe, warden of Goldsmiths. Verdict of guilty given by special jury. And the judgment of the Court was that he should be disfranchised.

This was affirmed on a motion made in arrest of judgment. On this, a writ of error was brought, which was argued several times before the judges assigned specially for that purpose.

July 7th, 1775. The final decision was given at a Court of St. Martin's-le-Grand (being a Court of Error from the Mayor's Court) upon a commission directed to Sir William de Grey, Lord Chief Justice of Common Pleas, Sir Sydney Stafford Smythe, Lord Chief Baron of the Court of Exchequer, Sir Richard Aston and Sir William Ashhurst, two justices of Court of Queen's Bench, and Mr. Baron Perrott afterwards resigned).

who

Mr. Justice Ashhurst, in his judgment, took exception to the information not setting out with precision "such a certain description of fact imputed to the defen"dant as that the court may form a judgment whether it amounts in point of law to a crime in the defendant or not."

66

He pointed out that the information did not set out the terms of the address, and if the address was ever so proper, but had nothing to do with the corporate relation "of the livery, he was not then bound in duty to obey the precept." [The direct inference from this is-and this is supported by the judgment of the rest of the judges that he would be bound to obey any precept in respect to the corporate relation of the livery.]

Mr. Justice Ashhurst came to the conclusion that there was no crime in the defendant, on the ground that the address did "not contain any matter that concerned the City of London in its corporate capacity." [Here again, the clear inference is, that if the corporate capacity of the City were involved obedience must follow.] He says that the presentation of a petition "to the King has nothing to do with the corporate duties of this or of any other city. A corporation as such might do it if they please, but it is not a matter of corporate obligation, and if it is "not a matter of corporate obligation, the refusing to execute that precept which merely concerned that purpose, which was not a corporate one, cannot be a

66

66

corporate offence, and therefore, in my opinion, cannot be a ground for a motion." [Throughout these judgments the Companies are treated and regarded as an integral part of the Corporation, and subject to its corporate head in all corporate matters. For example: If the impending London Government Bill London Government Bill were to propose the extension of the City Corporation over the whole of London, there can be no doubt whatever that the Lord Mayor would be entitled to precept all the Companies to meet and consider such matter, and that upon these judgments, as they stand, disobedience by the wardens to such precepts would be punishable.]

Mr. Justice Aston's decision went upon the ground, that Alderman Plumbe's offence was a bare omission, a mere contempt at the most, and not a sufficient cause of disfranchisement.

“There is no instance," he says, "where one omission has been held sufficient "to deprive a man of his freehold."

He considered the information bad, on the ground that a single omission of a mere "ministerial act is not a sufficient cause of disfranchisement."

He further says, that "in his opinion that there was no charge at all in a corpo"rate capacity," and he considered it did "not relate at all to the livery of the Company in their corporate capacity.".

66

Lord Chief Baron Smythe held that there was not a sufficient offence for such a punishment. He confines the power of the Mayor to summon the livery to some corporate purpose, and with respect to the summons in question says, "I do not find here by this summons that it appears to be for any corporate purpose whatever." And he held that if it was a "breach of duty in the defendant it was in another "capacity as warden of the Company of Goldsmiths and not as freeman."

Lord Chief Justice De Grey considered that the information was insufficient in a good many particulars in not setting out what was the power and authority of the Mayor, what the duty of the wardens, the constitution of the Livery Companies, and the relation the remonstrances to the King bore to any corporate purposes of the City or of the Companies, &c. And in the absence of this information, he says, that "it is not possible for any man living to form an opinion whether the franchise "is forfeited."

[Nothing is more clear than that the reversal of the judgment of disfranchisement was not given upon the ground that the precept from the Lord Mayor was ultra vires, and, as shown above, Lord Chief Justice De Grey complains that they had not before them in the information evidence upon which they could form any opinion upon this question.]

He admits, however, that the courts of Westminster Hall are bound to take judicial cognizance of certain things as that the Livery Companies are subordinate "and auxiliary" to the general body of the Corporation, "that they are bound by "the acts of Common Council, particularly affecting them, and that by Act of Par"liament they have a large share in the election of magistrates." He regards

66

them as a part of the City now, though not a part of the Corporation of the City originally."

66

66

In the absence of further knowledge, he says, we cannot know what this "remonstrance was, or how it related to the corporate business of the City." Chief Justice De Grey goes rather further than the other judges in the matter of the authority of the head of the Corporation, and in addition to admitting the right of the Mayor to summon the Companies in matters affecting the corporate capacities of the City, suggests a case where "the Lord Mayor, Aldermen, and Livery might have business on which they might think it proper to address the Crown,' and that "in such a case it would be the duty of the warden to obey the precept.' He was further of opinion, " that it was not a wilful contumacy which could possibly be a crime."

The City Solicitor, in reviewing and editing the judgments, complained, with evident reason, of the want of knowledge of the City constitution which was displayed by the learned judges in many parts of their judgments.

The City's contention was, that the City "being the greater body, necessarily comprehends all the lesser with which they must of course be subject or "subordinate."

It is, perhaps, needless to add that the Lord Mayor continued to summon the livery for other than electoral purposes long after this remarkable decision by precept to the wardens summoned to the livery to consider the London Government Bill. The decision itself neither had, nor purported to have, any effect upon the City constitution whatsoever, and yet two of the largest of the London Livery Companies have made

themselves responsible for the suggestion that it changed the constitution and the practice of the Corporation, and, further, have made it a matter of " grave charge against me that I have misrepresented the effect of the case. I quite understand that the exigencies of the Companies' position render it necessary for them, at all hazards, to repel the contention that they are integral parts of a public Corporation; but I cannot permit them to do so at the expense, not merely of fact and of law, but also by charging me with misrepresenting a case which, when fully set out, confirms what I said of it in every particular.

The Goldsmiths' Company further endeavour to contravene the proposition as to position of the Livery Companies by quoting an act of the Common Council of the 4th November 1651. With respect to this "act of Common Council" it is sufficient to say :

a. That it does not in any way support the Goldsmiths' Company's suggestion.

b. That it was never put in force even for a single year (Report to Court of Common Council from Committee on Election Act, 11 Geo. 1, pages 11 and 12.)

c. If it had been put in force, it would have been legislatively superseded by the 11 Geo. 1. c. 18.

PROPOSITION 2.

"That the property is public trust property, and much of it is available for Municipal

purposes."

The truth of this proposition is abundantly supported by the Report of the Commissioners and by the recommendation that part of the corporate property should be appropriated for municipal purposes within the metropolis. The property of the Companies is that which is (a) distinctly charitable, and () corporate property. The right of Parliament to deal with the latter has been established ever since the passing of the Mortmain Acts, and it is upon the well-recognised principles on which intervention by the Legislature has proceeded, that the present Report of the Commission is based. Moreover, these Corporations hold their properties by Charter, and, as was held in Sir James Smith's case (4 Mod. 53), incorporation by a charter in itself creates a trust, and where the trust is broken the charter itself is forfeited. So far as the real estate of the Companies is concerned, which has been acquired or is held under the charters conferring power of holding land in mortmain, it would appear that they are subjects of a charitable trust, and this is the opinion given to the Commission by Mr. Vaughan Hawkins.

And further, with respect to realty, it may be noticed that the Commission have already decided that they are public bodies holding such property for public purposes.

PROPOSITION 3.

"The Companies are trustees of vast Estates of which London Tradesmen and Artizans ought to be the beneficiaries, but such trusts are disregarded."

The Goldsmiths' Company state that this proposition "is untrue, and that all trusts "reposed in the Companies have been faithfully fulfilled," and the Grocers' Company state they are unaware of the existence of any such trusts."

66

The trust property here referred to is of course the general corporate property of the guilds, as distinguished from that which is already controlled by the Charity Commissioners. The whole history of these Companies conclusively shows that they were craft guilds, mainly brought into existence by the association of trades for the regulation and government of trade that they were enriched by the liberality of the members of such trade, that nearly the whole of such property was acquired by or given to them as such trade societies, and on the understanding that they should teach the trade, that they should admit to the freedom all persons practising the trade in whatsoever capacity, and that they should benefit and assist such persons of the trade as might require assistance. In many cases the charters expressly provide this, see, for example, the Goldsmiths' Letters Patent, 23 & 24 Edward III., 16 Richard II., and subsequent confirmatory charters. And as to the Grocers', see charters 7 Henry VI. Where property has been given by members of a guild it was in most cases given to them as such trade association, and with the view of the full carrying out of trade purposes.

In Equity, if not indeed also in Law, these classes of persons ought, so long as the Companies are continued, to possess an interest in funds so acquired, and if the