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opinion, and throw as much light as you can on the question ?—I have looked into the subject so far as the short time since I received notice to attend has permitted. With regard to the first question mentioned, No. 201, that is a question put to Mr. Laing: " Your view is that the law of the land is against this practice of which we are speaking?" and his answer is, " Yes, I think so : that is the decision of the Master of the Rolls, as I understand it." It appears to me that that view is completely met by the answer to one of the other questions to which you have referred . that is No. 249, in which Mr. Farrer says, " The law, as interpreted by the Master of the Eolls, is founded upon the clause which was passed in pursuance of the Standing Order of the House of Commons. Eepeal the Standing Order of the House of Commons, and there would be no clause upon which the Master of the Eolls could adjudicate in the same way in future." The decision of the Master of the Eolls is not upon any general principle or doctrine which may be called the law of the land, but is specifically on a section which had been inserted into a special Act in pursuance of this Standing Order. 385. So that, in your opinion, were this Standing Order repealed, there would be nothing remaining in law to prevent this practice being adopted ?—I am not quite prepared to go so far as that,because that raises considerations bearing on the general construction of "The Companies Clauses Consolidation Act, 1845." My opinion is rather the other way. But treating that particular point raised in Question 201, and in the answer, I think there is nothing in the suggestion that the decision of the Master of the Eolls turned on any general principle of common law, the law of the land, as distinguished from the specific provisions of Eailway Acts. 386. Mr. Shaw.] It was not before the Master of the Eolls as a question of general law?— Not in any shape. 387. It was for an injunction?—lt was a question whether an injunction should be granted to restrain directors from doing what was alleged to be contrary to the terms of a section of their Act, that being a section following the terms of this Standing Order, and inserted in consequence of it. It was a narrow question; whereas here, in Question No. 201, nothing can be larger than the expression " the law of the land." At least, that is the way in which I understand it, and my answer has reference to it in that view. 388. The Chairman.] Two important questions were asked, one by Colonel Walrond and the other by myself, at Nos. 235 and 236. Have you anything to say with reference to the answers that were given to these questions by Mr. Farrer?—There is a little confusion in No. 235, in the terms of the question as reported, because it is difficult to understand whether the Companies Clauses Consolidation Act of 1845 is meant, or the Companies Act of 1862. The word " clauses " in the question should probably be struck out, and I will treat it so if you will allow me. That being so, I should say that the Companies Act of 1862 has no bearing on this question, unless the Committee choose, by way of analogy, to draw some conclusions as to legislative expediency and policy from the provisions of the Companies Act of 1862, that being the Act which is popularly known as the Limited Liability Act. That Act has no bearing upon railway companies; it is not in any way referred to in Eailway Acts, and has, I think I may say, no operation whatever with reference to them. 389. Then, on the Committee coming to a decision on this matter, may they dismiss from their minds, in your opinion, all considerations arising out of the Companies Act or the common law ?— That is my opinion, so far as the Committee look to strict questions of law. They may search about into various departments of legislation, and discover analogies and principles to guide them; but that set of Acts now summed up in the Act of 1862 has no bearing on the law under consideration. Perhaps I might say a word or two about the general principle, if there is a general principle in these matters —that is to say, the common law antecedent to or independent of all legislation. I think it is plain that, at what may be called absolute common law, men may combine together for any scheme or adventure of a legitimate kind, on any terms, with regard to the division of profits, which they think fit. 390. Mr. Shaw.] But the terms must be stated very distinctly ?—They are responsible only to themselves ; they have no account to give to the world: they are not answerable to others for the arrangement of their accounts, or the division of their profits among themselves ; they may agree to pay interest to one another, though their capital is not earning anything. Strictly speaking, I apprehend that money paid in that way could not be called dividend, because dividend implies profits; but they might pay interest. There is no doubt that, in theory, profits should not be divided until they are earned; but a body of men combining together at common law might anticipate profits. They might say, " When our hotel which we are about to establish is open, we shall be making 20 per cent., and before it is open we will anticipate the profits and divide 5 per cent, among us." All that is perfectly legitimate, and the common law would allow any arrangement of a financial kind among a body of men that were partners. Then, the next stage is the Companies Act of 1862. There it has been pointed out that there is what might appear to be a provision of the Legislature against the payment of dividend except out of profits —that is Article 73 of Table A appended to the Act; but it has already been explained to the Committee that the adoption of Table A is entirely optional. 391. Is there not a clause in the Act prohibiting that ?—No; there is no such provision in the body of the Act. 392. Are you sure of that ?—I am certain there is no such provision. Table A provides that; but it is very usual in articles of association to begin by saying that the regulations in Table A do not apply to the company. I have before me Mr. Palmer's work containing a collection of precedents on the subject, in which the articles of association begin in that way—by excluding Table A ; but then there is inserted this provision, which is in the same words as Article 73: "No dividend shall be payable except out of the profits arising from the business of the company." And the learned author appends this note, which is instructive, I think: " This clause is almost always