MEMORIAL OF GOLDSMITHS' COMPANY.
Goldsmiths' Company.
London, E.C.,
Goldsmiths' Hall,
November, 1882.
To Her Majesty's Commissioners appointed to enquire into the City of London Livery Companies.
Gentlemen,
The Goldsmiths' Company instruct me to express
their appreciation of the courtesy of the Commissioners
in sending them a print of the oral evidence which
has been given before them, and they desire to make
the following remarks on some parts thereof.
They find that charges of conduct, prompted by unworthy motives, have been made against them; and as
they assume that the Commissioners will report upon
each Company separately, it is important to the Commissioners as well as to the Goldsmiths' Company that
mis-statements should not go forth uncorrected.
I begin with the evidence of Mr. E. J. Watherston,
one of the Liverymen of the Goldsmiths' Company,
and in dealing with the statements of this witness, as
he has thought fit to bring himself and his father and
their contentions with the Goldsmiths' Company prominently before the Commissioners, I shall be obliged
most unwillingly to refer to personal matters of a very
unpleasant character.
Mr. E. J. Watherston has asserted that his father
was opposed by the Company, and rejected for the
office of Warden because he was a reformer. This is
entirely untrue.
When Mr. Watherston's turn came to be nominated
for the office of Warden, he was nominated and balloted for in the usual manner. The result of that
ballot was not in his favour; in fact, he had but one
vote.
The following Members of the Court were present,
viz :—
James Boyle Smith;
William Gladstone;
Alderman William Taylor Copeland;
James Bankes Friend;
George Ashlin;
James Garrard;
George Smith Hayter;
Richard Davis;
James H. Watherston;
Alexander Trotter;
William D. Child;
Henry John Lias;
James Malcolmson;
Augustus W. Gadesden;
John Gray;
Richard Fownes Wingrove;
William G. Hicks;
Henry Sykes Thornton; and
George Grenfell Glyn.
Now I will ask whether it is likely that 18 gentlemen,
comprising amongst them men of his own craft as well
as some of the leading Bankers and Merchants of the
City of London, would be unanimous in rejecting a
colleague without due cause.
It is true that subsequently the members of the
Court declined to hold any communication with him;
they did so in consequence of his offensive conduct.
This state of things continued for some time, but
ultimately, he apologised to the Court for his behaviour
through me, and he also apologised to its members
individually; after this he and his colleagues of the
Court went on smoothly together, but subsequently
his conduct soon again became unpleasant, and
offensive.
With regard to the letter which he addressed in
July, 1876, to the Masters, Wardens and Courts of
Assistants of every Livery Company of the City of
London, in which he signed himself " a Member of the
Court of Assistants of the Goldsmiths' Company," it is
to be noted that he was then, and had been for some
time previously living in Devonshire, and then seldom
attended the meetings of the Company, and that he
was probably, therefore, not aware that for a long time
previously the subject of Technical Education had been
(informally it is true) under the consideration of the
Goldsmiths' Company, and some of the other chief
Livery Companies. Indeed at that time the main
question was not whether the undertaking should be
commenced, but what form it should take, and how it
should be carried out; Mr. Watherston's views and
those of the Company were very dissimilar, and his
views and those which have subsequently been acted
upon under the advice of the most eminent practical
men of science of the present day, are opposed to each
other, and the Company certainly did not approve of
his signing his circular letter as "a Member of the
Court of Assistants of the Goldsmiths' Company," embodying as it did his individual view, and not those of
the Company.
With regard to the Witness, Mr. E. J. Watherston, he
has not disguised his illwill towards the Company and
his desire (to use his own words) " to disestablish it.'
He has tried for years to write down the Company in
certain papers. This being so, it was not likely in
1878, when he applied for certain information to which
he was not entitled as a matter of right, that the Wardens would give it to him as a matter of favour.
This witness complains that on the morning of the
day of his examination, he had applied for a copy of the
oath which he took, and that the person to whom he
wrote replied to him that he was unable to comply
with his request, without asking the permission of the
Wardens. This person was not myself or any superior
officer of the Company, but was Mr. Williams, a clerk
in my office, who certainly has no authority to give
copies of documents to Liverymen without the authority of the Wardens, or myself.
In order to depreciate what the Company have been
doing for the last 11 years with a view to encourage
Technical Education in the design and execution of
works in the precious metals, this witness has endeavoured to induce the Commissioners to believe that
the prizes which have been offered by the Company
yearly since 1870, are solely for drawings—that the
drawings or designs which have been produced have
been of no value.—that they have never been carried
out on any single occasion, and that no person in the
trade attaches any importance to them. All these
statements are untrue. The prizes are offered not only
for designs in the shape of drawings, but for models
and for excellence in executed works. As to their
value Mr. Watherston, in his letter to Mr Beal, says
("ask Mr. Poynter,"), meaning Mr. E. J. Poynter, the
Royal Academician.
The following letter from Mr. Poynter in answer to
my enquiry addressed to him on this subject will speak
for itself:
28, Albert Gate, S.W.,
June 22, 1882.
Dear Mr. Prideaux,
I have no hesitation in saying that the Goldsmiths' Company's prizes called out some very good
designs, many of which would have worked out well if
they had been executed. Whether the competitors
were "pot hunters" I do not know; I presume that
they were frequently professional designers, and I
imagine it to have been part of the intention of the
Company to encourage a better kind of work among this
class. But they were not invariably trade designers;
to the best of my recollection we had many designs
sent up by students of Schools of Art, and others.
It seems to me to be in the nature of things that the
designs as a rule should not be carried out; the execution of large pieces of plate being expensive it is
difficult to see how the Company could give commissions for the execution of the prize designs without
encumbering themselves with costly pieces of plate,
which they do not want, and it is not often that firms
of silversmiths have the will or the opportunity to
carry out a large ornamental work not specially
designed for them, as Messrs. Elkington have done in
the case of Watkins's admirable design for a shield.
The list of subjects for which the prizes were offered
seemed to me to be well considered and to cover all
that is necessary, and the Company always showed
themselves ready to listen to any suggestions which I
had to propose; and I know of no way of encouraging
an art but by offering prizes, and opening competitions,
for design and workmanship:—unless,—and you will
remember that I have spoken to you once or twice on
this point with reference to repoussé work—it be by the
establishment of Technical Schools under carefully
selected instructors. This, however, is another matter.
I am confident that the money spent by the Company
has done good service in the encouragement of good
design.
I am, very truly yours,
Edward J. Poynter.
Executed works and models in plaster of great beauty
have obtained prizes, and at the present time, as stated
by Mr. Poynter, Messrs. Elkington & Co. are executing
at a large cost a most beautiful work from a design
for a shield, by Mr. J. Watkins, which obtained a prize
in 1876. To four of the successful competitors, the
Goldsmiths' Company have also awarded Travelling
Scholarships, from which the holders have, it is believed,
derived great benefit.
The following extract from a letter dated the 26th June
1882, from Mr. Owen Gibbons, who held one of these Scholarships, will show what is the opinion of a practical man, of
the value of the competition established by the Company.
Mr. Gibbons is now the master of a school of art at the
Coalbrook Dale works in Shropshire.
He writes to me as follows, viz.:—
" With regard to the good your competition has done,
for my own part I can say that had it not been for it
I should not have practised design in goldsmiths' work
to anything like the extent I have done, and in my
designs for actual execution in the precious metals I
should not have been so ready, aud I could not have
taught my students so well how to design for goldsmiths' work.
" Even in the case of those who failed to take prizes,
the endeavour to design, and the study, and consequent
knowledge gained, is a great step towards the improvement of design.
" If the Science and Art Department prize drawing
and models were to be judged by the number sold, the
idea gained would be that the Art Schools do no good,
but what the Department aim at (and the Goldsmiths'
Company also) is to improve the decorative art of the
kingdom by encouraging the best art, and keeping the
students working so that they may be led on from one
success to another, at the same time an exhibition is
held to show those who failed in what way they came
short of success.
"With regard to the Travelling Scholarship I can
only say that I learnt a great deal. The drawings I
made have been of great use to me, the knowledge I
gained of much more.
"If the Goldsmiths' competition were to be given up
I should feel that the art of design had suffered a great
loss."
As to Mr. Watherston's complaints of the Hall
Marking of Plate, he is entitled to his own opinion,
but in holding himself forth as the champion of the
trade, we must point out that he has failed to get the
trade to go with him.
On the 3rd of April 1878, a meeting of the trade was
held at St. James's Hall. At that meeting four-fifths of
the firms which pay the plate duty were represented,
and a resolution was unanimously passed that it was
undesirable to interfere in any way with the present
system of Hall-marking.
Mr. Watherston has complained of me for the part
which I took before the Select Committee on the subject
of Gold and Silver Hall-marking in 1878 and 1879. The
course which I took upon that occasion was simply this;
I endeavoured to make the Committee understand the
state of the law, and the system pursued, and, I believed
it to be my duty to correct mis-statements made by
Mr. Watherston, and to show that certain conclusions
which he stated were, as I believed, erroneous. For
instance, he stated that he knew that wedding rings
hall-marked in England were sent out to some foreign
dealer and the rebate or drawback of duty received, and
that afterwards they were easily smuggled back into
England. He stated that he " knew that this could be
done and that he felt sure that it was done" (See Report on
Gold and Silver Hall Marking, House of Commons, 1878.
—Question 207).
With reference to this mis-statement I informed the
Committee that this was a pure invention, for in the
year 1820, long before the witness was born, an Act of
Parliament was passed which enacted "That there should
be no drawback allowed on the exportation of wedding
rings or any rings or on any ware of gold under 2 ounces
in weight," and therefore it was utterly impossible
that this should have occurred. (See Report, Question
1583.)
The witness in his examination before the Commissioners has complained of the manner in which the Hallmarking is carried on by the Company, and has stated
that it is very much better done in France, where, he
says, it is done by what is called "touch," and not by
the " scrape and parting assay," as it is in this country.
He says "the Hall-making is admirably done in
France, and very badly done in this country by reason
of the antiquated manner in which it is conducted."
Now as regards this charge it is to be remarked that
in 1878, when he was examined before the Select Committee on Hall-marking,—many Goldsmiths and Silversmiths being then present—he was asked the following
questions:—
" Do you object to the way in which they do the Hallmarking, or do you object to the law which gives so
important a public function to a body of gentlemen
who have not experience in that particular trade ? "
To which he answered, "To the law," "I have no
cause to complain of the manner in which the work is
done."
He was then asked, "Then yours is rather a theoretical
than a practical objection?" To which he replied,
"Decidedly so." On which the chairman remarked.
If they do the work well and employ proper people, I
do not see that there is much room for complaint."
[See questions, 93, 34 and 95, House of Commons Report
on Hall-marking, 1878.]
As regards the statement that the Hall-marking of
Gold and Silver plate is done differently in France from
the manner in which it is done in England, that is to
say, that it is done by the "touch," here again the
witness has made a mis-statement, It is true that in
France small articles which cannot be scraped without
injury, such as jewellery, which in England are exempted
from Hall-marking, are tested by what is called the
" touch;" but the French recognising the inaccuracy
of this method, by the law of 19 Brumaire au 6 (9 Nov.
1797), require that the assay of all such articles as
alone are here subject to obligatory hall-marking, shall
be tried in the same manner as that employed in
England, viz., by scraping and cupellation. In corroboration of this it may be stated that in the year 1865
the Goldsmiths' Company sent one of their Assay officers
over to France to see their mode of treating the work in
the operations of assaying and marking in the establishments there, and he found that it was done in almost
exactly the same way as it is done in England. It was
done by scraping and cupellation, or the " parting assay."
He bought a gold watch case in the assay office in Paris
which had been sent to be assayed and marked, having
got the assay master to stop it, in order that he might
bring it over and show how it was done. That gold
watch case I have in my possession at the present time.
It is in its rough state and shows exactly from what parts
the scrapings for the assay have been made, and that
the process has been identical with that used at Goldsmiths' Hall. (fn. 1)
Reverting to that part of the evidence of Mr. E. J.
Watherston, in which he complains that if one article
in parcel of plate is defective the whole parcel is
broken, the answer is that the power to do this is not
exercised unless there is reason to believe a fraudulent
intent or a want of care. As a matter of fact the care
of the honest manufacturer, and the influence exercised
on the less scrupulous by the action of the Goldsmiths'
Company, has had the effect that only about 75 per
cent. of the gold plate and 25 per cent. of the silver
plate offered for assay is broken.
The witness moreover says:—
"I should like to place on record this fact, that only
6 years ago they (meaning the Company) were strongly
opposed to Technical Education."
Now we may remark that the demand for Technical
Education is of comparatively modern date, and that
the Goldsmiths' Company had a very early appreciation
of its importance is shown by the steps taken in 1871
to organise a plan for its encouragement by offering
prizes and travelling scholarships.
Here again then we have a palpable mis-statement by
Mr. E. J. Watherston; for instead of being strongly
opposed to Technical Education six years ago, it will
be seen that eleven years ago the Company established
a scheme for its promotion, which has been in full
action ever since.
It is most distasteful to be obliged to deal with subjects
of a personal character which might have remained in
oblivion if Mr. E. J. Watherston had not thought fit
to bring his father's and his own contentions with the
Company as matters of complaint before the Commissioners. He having done so, the Goldsmiths' Company feel that they have no alternative than to defend
themselves.
A few remarks are necessary on the evidence of
other witnesses.
Mr. Longley says, that with regard to certain Companies of which he had experience, he should say that
they had been exceedingly liberal in their administration
of the trusts, and in many cases which are already
known to the Commission, have subsidised the trust funds
very largely out of their corporate income; "but" he
remarks "on the other hand our experience is that
their administration of the trusts has been on a very
generous scale, as regards expenses, almost lavish
in some cases."
Now with regard to these observations, the Goldsmiths'
Company desire me to state that they have never
charged any expenses for management against any one
of their charities: The whole of the costs of the
management of their charity property, and the administration of the trusts reposed in them, has been paid
for out of their general corporate income.
Two witnesses, namely, Mr. Beal and Mr. Gilbert,
have thought fit to make some remarks on the subject
of my salary, as Clerk of the Company; and Mr. Gilbert
has taken upon himself to make a computation of my
income, not only from the Goldsmiths' Company, but
from other sources. Mr. Gilbert can know nothing of
my private affairs, nor, even with the widest license
allowed to witnesses in this enquiry, can he be concerned
with any part of my income, excepting that which
arises from my office as Clerk of the Company.
He has stated that I am Secretary of the Assam Tea
Company, and, to use his own words, "one of the
leading men of the New River Company'" "and I
believe one or two other things as well."
Now I am not Secretary of the Assam Tea Company,
I am a Director of the Assam Company, and I have
been so for many years. I am also a Director of the
New River Company, but not "of one or two," or of
any other things whatever. If the witness means to
complain of my holding those offices, I say that he
might as well complain that I spent some hours a week
in general reading, or in any pursuit other than that of
my duties as Clerk of the Company. My employment
as a Director of these two Companies occupies me on
an average about two hours a week, and taking much
interest as I have done in their affairs, I may say that
it tends to relieve the monotony of a life which has
been, and still is, one of great labour; besides, as
regards the New River Company, my presence as a
Director at the Board of that Company, at which I
represent the share of a friend, is I believe of service
to the Goldsmiths' Company in enabling me to watch
over their interests, they being the owners of a share
as trustees of Sir Hugh Middelton's Charity.
As regards the amount of my salary the facts relative
to it are stated in the Company's Return.
I have held my office for upwards of 30 years—I am
now in the 77th year of my age.
I never was related to, or connected by blood or
marriage with, any member of the Company.
I never directly or indirectly, made any application
to the Court for an increase of my salary, but in 1860
it was raised from 1,000l. to 1,300l. and so continued
until the year 1877, when it was raised to 1,800l.—So
that I have only received my present salary for about
5 years.
The office which I hold is one of great trust and
responsibility—Its duties are very onerous and laborious,
and the Court of Assistants having become convinced
that the duties had so much increased that I could not
perform them alone without the sacrifice of my health,
appointed my son to be my assistant.
I have reason to believe that the Court of Assistants
were of opinion when they last raised my salary, that
for a long period I had been under-paid. Be that as it
may, they well knew what my services had been, and
what they continue to be, and they thought fit, for the
short period during which in the course of nature I can
continue to hold my office, to grant me what no doubt
is a liberal remuneration.
I now propose, on behalf of the Goldsmiths' Company,
to submit to the Royal Commissioners some observations on certain legal questions which have been raised
during the taking of evidence before the Commission,
and on the legal position of the Company.
I.
It was alleged by one of the witnesses (Mr. J. Beal)
that the original charters of the Companies were
invalid as being beyond the power of the Crown to
grant. This contention was rested on the 13th (not
the 16th) section of Magna Charta (evidence, question
828), whereby it was enacted, or rather declared, as
follows :
"The City of London shall have all its ancient
liberties and free customs as well by land as by
water; futhermore we will and grant that all other
Cities and Boroughs, and Towns, and Ports shall
have all their liberties and free customs," The City of
London was, it should be remembered, at the date of
Magna Charta (A.D. 1215) already incorporated, and
the declaratory clause cited, whilst it confirms the
corporate rights of London and all other Cities and
Towns, does not otherwise abridge the power of the
Crown to grant Charters to Companies for the regulation of particular Industries. But it is said that the right
of search granted to the Goldsmiths' Company (as well
as to other Companies) by the Charter of Ed. 4 is " not
consistent with the liberty of trade; the right of
search was granted and was bad, and if that is bad
the Charter is bad" (Ev. 829). But even assuming
the right of search is inimical to trade it does not follow
that the Crown could not grant it; nor, again, if the
right of search be inimical to trade, and for that reason
could not be validly granted, does it follow that a
Charter professing to grant it is void altogether. It is,
however, unnecessary to make any lengthened observations on the allegation that the Charters were ultra vires.
They have now been acted on for centuries, and any
objection to their initial validity could not certainly,
after such a lapse of time, be successfully sustained
(Ev. 986—990), and with reference to the Goldsmiths'
Company in particular, Parliament has repeatedly
recognised the validity of their Charters. Thus the 12
Geo. 2. c. 26. contains a recital that the "Wardens and
commonalty of the Mystery of Goldsmiths of the City
of London are, and have been, a guild, or corporation,
time out of mind, with divers privileges confirmed
and enlarged by several Charters from His Majesty's
royal predecessors, Kings and Queens of this realm,
amongst other things for the searching, assaying,
supervising, marking, and regulating wrought plate
in order to ascertain the standard thereof, for the
good and safety of the public:" so far therefore as
regards this Company, any objection to the validity of
their Charters, on the ground of an illegal right of
search having been conferred, seems to be absolutely
unfounded.
II.
Another witness (Mr. E. J. Watherston) expressed an
opinion that the Charters of the Companies have been
forfeited by their dissociation, either wholly or in part,
from the crafts with which they were originally connected (Ev. 1014), or by the distribution of their funds
for purposes foreign to those originally intended
(Ev. 1074). This opinion, at all events, so far as concerns the severance between crafts and Companies,
appears to be shared by Mr. J. R. Phillips (Ev. 1331),
With regard to the severance between the Crafts and
Companies it is unquestionably true that in fact there
is, more or less, such a severance. It arises in the
Goldsmiths' Company, as in others, from the method
in which, from a very early period, the freedom of the
Company has been acquired. If " servitude" had
been the only method of acquiring it the severance
would, no doubt, have never taken place. But from a
very early period it could also be acquired by (a) patrimony and (b) redemption. Every freeman's son
born after such freeman was admitted to the freedom
is entitled to be made free at 21 years of age, and any
person duly proposed, balloted for, and approved, is
empowered to buy his freedom. Those systems of
obtaining the freedom of the Companies were notorious
long before the date of many of their confirmatory
Charters, and, inasmuch as they necessarily involve
the incorporation of non-trade members, the fact of
their existence cannot be a ground of forfeiture of the
Charters. Nor could it be a ground for questioning
the title of the Companies to gifts of testators and
others made with knowledge of the prevailing practice.
With respect to the Goldsmiths' Company there can
be no doubt that at the date of the Charter of the 17th of
James I., which confirmed to this Company the bulk of
their estates, the character and composition of the
Company had become substantially what they are now.
As to the alleged diversion of the property and functions of the Companies from trade purposes, that cannot, under the circumstances of the case, be objected
against the Goldsmiths' Company. They have been
invested by Statute with important functions, and it
cannot be urged against them that they have in any
particular failed in their duty.
III.
But it is further suggested that the Charters of themselves constitute a trust (Ev. 350) and that the Companies
are bound to make a public use of the money which belongs
to them (Ev. 1282–1284). Their property is alleged to
be " in no sense private property" (Ev. 1321) " all the
Corporate property " said Mr. J. R. Phillips (Ev. 1381),
is coupled with trusts, and I base that opinion not
only on my own knowledge, which is very humble
in itself, but upon the opinion of Lord Selborne, the
present Lord Chancellor, with regard to the property
of the Inns of Court which are not incorporated."
The analogy thus suggested between the Inns of Court
and the Companies is, it will be found, entirely without any basis, either of fact or of law. It is an analogy
moreover distinctly répudiated by the Lord Chancellor.
In his evidence before the Commission (Ev. 1680) he
observed upon this point in the following terms:—"If
I am permitted to say so, I see that a gentleman who
has appeared before this Commission has referred to
a speech which I made in the House of Lords about
the Inns of Court, as if it were to be inferred from
that, that I thought the Inns of Court and the City
Companies were in pari conditione; I do not think so
at all, the reasons that lead me to think the Inns of
Court a public Institution have no application whatever to any Company, or at all events to the only
one I know, that is the Mercers' Company, not the
slightest." What then is the true legal position of
the Companies ? The answer is given in clear and
unmistakable language by the High Authority just
quoted. They are "absolute and perfect masters of
their own property." . . . "In point of law the City
Companies are absolutely entitled to their property
in the same manner, and as fully as a private owner
would be, and under no trust whatever. Of course
it will be understood that I do not speak of estates
which have been given to them on any special
trusts." . . . . . There may be a greater moral responsibility but not any greater legal right. . . . . "They
are ancient Institutions; the funds which I call their
own property were derived as far as my knowledge
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" (Ev. 1682–1684), and again (Ev. 1695) the
Lord Chancellor stated that he knew of no legal limit
to the control of each Company over its property (not
subject to any special trust) nor of any "equitable limit,
in the legal sense of the word equitable." In the case
of the Attorney General v. the Fishmongers' Company
(6 Bea. 550) nothing can be more emphathic than the
language of the Master of the Rolls. "The argument "
he says "might be very well provided you were not
encroaching on a revenue, which according to the
construction which it appears to me ought to be put
upon this codicil, belongs as private property to this
Company. If the testator has fixed on certain salaries which fail to provide for the fulfilment of his
intention it is, no doubt, very much to be regretted,
but you cannot, at the expense of the Company to
whom the testator has given a beneficial interest,
take that interest from them." It is impossible
usefully to add anything to these expressions of opinion.
At the same time it may be permitted on behalf of the
Goldsmiths' Company to claim for themselves what the
Lord Chancellor claimed for the Mercers, that they
have always administered their funds for charitable and
useful public purposes. They cannot acknowledge any
legal or equitable obligation with regard to property
not impressed with specific trusts; but they most cordially assent to the Lord Chancellor's view, 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
hold on trust, could do nothing better with their
property than promote objects which were for the
public interest" (Ev. 1682). That has been their
practice in the past, and will be their practice in the
future.
IV.
Again Mr. Beal contends (Ev. 698–834) that the Companies are public because they are " Municipal," but
if this were a correct view of their position, his contention would be opposed to a long series of decisions
in the Court of Chancery. The cases referred to by
Mr. Longley (Ev. 350) may be taken by way of illustration. Thus in Attorney General v. The Corporation
of Carmarthen, Cooper 30, it was decided that a Court
of Equity will not interfere to prevent misapplication
of Corporate funds, as distinct from funds held by a
Corporation on express trusts, and in Mayor of Colchester v. Lowten, 1 Ves. and Beames 220, the same
rule was laid down and acted upon, Lord Eldon refusing to interfere to prevent the alienation of Corporate
property not affected by charitable trusts. Whether,
therefore, the Companies are regarded as " Trading"
or " Municipal" the attempt to attach the doctrine of
trust to their general Funds equally fails.
V.
It remains to add a few words upon the true legal
position of the Companies, and more particularly of the
Goldsmiths' Company, with regard to the property
which they hold. Much that is applicable to that Company, is no doubt applicable to others, and the following
observations, which directly apply only to it, may be
taken, in many respects, as illustrative of the position of
all.
It will be seen from the remarks already made that
there is absolutely no foundation, either for the suggestion that the Charters of the Company are invalid, o
that they have been forfeited. The Company is unquestionably a lawful subsisting Corporation. But then
it is said that the mere fact of their property being
"corporate" in some way affects their right to deal with
it. Property, however, 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 Company is on the footing of a public
trust.
There is no authority whatever, it need hardly be said,
for such a proposition. Numerous cases have dealt with
the question of a Corporation's right to use, under certain
circumstances, the surplus or increment of trust property.
But in all it has been assumed that a Corporation or
Company might hold property for its own benefit, and
the only point for discussion has been whether, upon the
technical interpretation of a donor's or testator's intention, the Corporation or Company were entitled to use
for their own benefit such surplus or increment. This,
of course, depends upon the language of the benefactor,
whose intention must, if possible, be discovered, either
by reference to his action during his lifetime, or in some
other way. Attorney General v. Brazenose Coll., 2 Cl.
& F. 295. Attorney General v. Skinners' Company,
2 Rus. 407. Attorney General v. Dean of Windsor, 8
H. L. Cases 369.
It is unnecessary, however, to do more than refer to
this class of cases, for it is not alleged that the Goldsmiths' Company have, in any instance, improperly devoted to their own use any property, or the surplus income of any property, left or given to them upon any
specific trust. They have throughout duly administered
all their trust estates in accordance with the principles
laid down for the guidance of Trustees in the above
cases, to which may be added the following additional
Authorities. Attorney General v. Mayor of South Molton, 5 H.L.C.I. Attorney General v. Mayor of Beverley, 6 H. L. C. 310. Attorney General v. Caius College,
2 K. 150. Attorney General v. Drapers' Company,
2 Beav. 508. Attorney General v. Coopers' Company,
3 Beav. 29. Merchant Taylors' Company v. Attorney
General, L. R. 6 Ch. App. 512, per James L. I., at p.
518. Attorney General v. Wax Chandlers' Company,
L. R. 6, H. L. 1.
In early times when property was frequently given
by deed or will to provide for Masses and Prayers for
the souls of deceased persons. Corporations were often
chosen as the Trustees of such purposes on account of
their perpetuity, and much property came to the City
Companies in this way. At the Reformation all such
uses were put an end to by Act of Parliament, and all
property held upon trust for such purposes was vested
in the Crown. The Goldsmiths' Company thus suffered
in common with others a large diminution of their
estates. A very considerable part of their present property was bought back by them from King Edward
the VIth, and has thus become vested in them under
circumstances which absolutely forbid the notion of its
being encumbered with Trusts of any description. This
grant of Edward VIth was confirmed and enlarged by
an Act of Parliament of 4th of James the 1st, and the
Company, therefore, hold the bulk of their property by
nothing less than a Parliamentary title. It seems
almost superfluous to add, but it is the fact, that lands
held by the Fishmongers' Company under similar circumstances, and confirmed to them by the same Act of
Parliament, were held by Lord Langdale to be the
absolute property of the Company and subject to no
charitable trusts whatever (Attorney General v. Fishmongers' Company, 2 Beav. 151). In respect of these
large portions of the Company's estates, the title is
clear, the documents of title speak for themselves, there
is no room for any presumption to spring up, and unless
at the moment when the Company purchased the property from the Crown a trust was impressed upon it,
there can be none now. Neither the grant, however,
nor the statute confirming the grant, contains a word
in qualification of the absolute ownership they profess
to convey, the old Trusts for superstitious uses had
been abrogated by the legislature, the whole value of
the property originally appropriated to those uses had
been vested in the Crown, and the purchase money for
the new grant formed part of the general Corporate
property of the Company. It could not have represented anything held in Trust for superstitious uses.
There is no evidence whatever, and no ground for supposing that it represented any other Trusts.
The case cited is one of great authority, and gives
the sanction of express decision to the view enunciated.
The Company have from time to time sold portions
of their property, and their right to do so has been the
subject of consideration by the most eminent and learned
conveyancers, including the Conveyancing Council of
the Court of Chancery, and in no instance, so far as I
am aware, has a doubt been entertained of their power
to make a good title to the property sold.
The attack made on the Companies is not directed
to their administration of property held by them upon
special trusts, but rests on the assumption that all
their "Corporate" property is "public," whether it
was acquired by them for charitable purposes or for
purposes connected with trade, or by gift or purchase
expressly for the benefit of the Companies themselves.
The baseless character of this assumption has been
already, it is submitted, sufficiently indicated. No
authority can be cited for it, and the comparative absence
of direct authority the other way may be accounted for
by the circumstance that no lawyer has hitherto ventured seriously to maintain it. In the recent case of
Brown v. Dale (9 Chanc. Div. 78) the decision recognises
the unlimited control of a trade Society or Guild over
its property. There, upon a sale of land, it was held
that the Members of the Society for the time being
were entitled to divide the proceeds in equal shares,
there being no rules or provisions as to its disposition.
The Court thus treated the Members exactly as though
they were partners in a private adventure.
VI.
In conclusion, the Goldsmiths' Company venture to
submit the following legal propositions to the notice of
the Commissioners.
1.—The Company were by Royal Charters legally
created and are now a legally subsisting Corporation.
2.—The Charters were not ultra vires.
3.—The Charters have not been forfeited either by
the partial severance of the Company from the Craft,
or by any improper diversion of the property of the
Company. There has been no improper diversion by
them of their property.
4.—The control of the Company over property acquired by them by gift or purchase and not expressly
affected by any special trust is absolute, and they are
not fettered in its use by any legal or equitable obligation.
Whilst thus insisting upon their legal rights the
Company desire to repeat that they have always recognised the propriety in dealing with their own property of striving to promote objects of public interest,
importance and utility. They beg leave upon this
matter to refer to the answers they have given to the
Commissioners' enquiries.
I am, Gentlemen,
Your obedient Servant,
Walter Prideaux,
Clerk of the Goldsmiths'
Company.