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Anonymous partnerships, or those by shares, have likewise engaged the attention of the framers of the code.

They afford the means of encouraging great enterprises, of drawing foreign capital into France; of associating mediocrity, and even poverty itself, with the advantages of great speculations; of adding to public credit, and to the circulating medium in commerce.

But too often associations badly formed in their origin, or badly managed in their operations, have compromitted the fortune of the stockholders and the directors, momentarily injured general credit, and put in jeopardy the public tranquillity.

It has therefore been ordained that no association of this sort shall exist, but by virtue of a public act, and that the intervention of the government shall be necessary to attest previously upon what foundation the operations of the association are to be conducted, and what consequences shall ensue.

With these precautions, together with those of publicity, common to the three kinds of partnership, the directors of anonymous partnerships, or those divided into shares, will conduct the business in security to themselves and to the stockholders; they will no longer be exposed to those actions of guaranty, those prosecutions of responsibility, which have troubled the repose, destroyed the ease, and ruined the credit of the most respectable men.

If, in partnerships thus organized, subject to precise rules, which afford every means of arriving at utility, every security against evil, disputes should arise, the law takes from the tribunals the cognizance of them; it orders a decision by arbitration, and independently of the provisions in regard to arbitration contained in the code of civil procedure, it determines a particular mode which ensures a prompt adjustment of the matters in controversy, and thus exhausts the source of discord between individuals or families.

The fourth title, which treats of the separation of property between husband and wife, adds useful and rigorous provisions

to the precautions already taken in the civil code, art. 865. and

following.

But the civil code only provides for the solemnity, the publicity, and the execution of the judgment of separation on the real estate since the marriage.

The commercial code also provides against what may happen, if a person already in trade marries with separation of property, or under the dotal regulation; and if a man already married with separation of property, or under the dotal regulation, afterwards enters into trade.

It requires, in these two suppositions, the notice and publication of the marriage contract: it enjoins the notary who pens, or is privy to the contract, to fulfil the formalities prescribed by the law.

Finally, it subjects to the same regulations every merchant who may be in either of the two situations at the time of the publication of the code, and allows a year to comply with the requisite formalities.

Thus the fraud of preconcerted separations will disappear; thus will cease that division of interest, that sentiment of selfishness, which renders women strangers in the house of their busbands, makes them indifferent to the prosperity of their affairs, and sometimes goes so far as to change them into destructive vampires, who, in the bosom of a flourishing establishment, to satisfy a shameful cupidity, or gratify a ruinous luxury, exhaust, little by little, that capital which was destined to vivify a commerce reclining for want of aliment, sinking with shame, or expiring with scandal.

After having taken notice of merchants, and the regulations which the public safety imposes on them, the code proceeds to treat of the agents employed in commercial transactions.

Already a law his given sanction to the existence of exchange agents and brokers, intermediaries always useful, sometimes necessary, in commercial places and seaports.

The fifth title of the first book adds to the provisions of the

law already in force; and the sixth title treats of factors, of whom no previous law had yet spoken.

And, in the first place, the functions of exchange agents and brokers are more particularly laid down and limited, their duties more positively enjoined.

Ship brokers and interpreters, created at first by the ordinance of the marine, are circumscribed within their proper functions, from which brokers for land carriage are henceforth excluded, these latter having, in two places, been associated through mistake with the former.

Exchange agents and brokers are compelled to keep books, and to make entries of all their operations:-Secrecy, often demanded by prudence, but oftener required by dishonesty, will never be betrayed by indiscretion: but it may be unveiled by justice.

No exchange agent, nor broker, is permitted to carry on business on his own account. Thus breaches of confidence, undoubtedly very rare, but the afflicting examples of which have given foresight to the legislator, will cease.

No exchange agent nor broker can be a guarantee for the execution of the bargains made through his intervention. Thus no exchange agent nor broker can become bankrupt without being culpable, and exposed to dishonour and to punishment.

Independently of these rules, applicable to the general transactions of commerce, the government will make others for the negotiation of public stock, by particular regulations, which will add to the benefit of the law, and remove every uncertainty in the tribunals on this matter.

The title of agents and factors regulates their duties and establishes their rights; it confirms the most approved usages, fulfils the wisest wishes of merchants.

A factor who receives goods may in future with security make advances on those goods, if he has them in his warehouse, or if he has the bills of transportation, or of lading. The law ensures him an equitable lien, and by this means favours the cultivator,

the merchant and the consumer. Agents for transportation by land and by water, and common carriers will find in the second and third section of the same title, all the principles which are applicable to them, and the tribunals, precise and universal rules, instead of a jurisprudence doubtful and various.

Finally, gentlemen, the seventh title, the last of those which we offer at this moment, determines the forms and the manner in which sales and purchases may be commercially established.

It removes the uncertainty which existed in regard to the credit of the sole testimony of an intermediary commercial agent, of an exchange agent or broker; it invests the discretionary authority of the tribunal with the power of seeking the truth in the correspondence, in the books of the parties, and even, in all cases, and whatever may be the amount in controversy, in the admission of evidence by the opposite party.

I have now, gentlemen, rapidly traced the general principles upon which the whole code has been framed; you must have perceived that the particular provisions which I have just analyzed are the immediate or remote consequences of these principles: those which will be successively presented to you will be derived from the same source; and France will have another code, which, like the Code Napoleon, she may show with pride, and bestow as a benefit to her neighbours and her allies.

She may do so, because the second code, like the first, will bear the impression of the genius under whose inspiration it was conceived, discussed, and completed; because there will be found in it that necessary order, that sentiment of justice, that respect for every kind of property, which characterizes all the legislative acts of the government, and of the administration of his majesty.

The gratitude of the French people will not forget that it was in the bosom of military glory the most dazzling, that his majesty was preparing the monuments of another and a more durable glory, and, although less brilliant, more dear perhaps to his heart. They will not forget that on the field of battle, where

bis august head, exposed to so many perils, was deciding the fate of combats and the destinies of Europe, his majesty, at the same time, was meditating laws, planning institutions for his brave and good people, who, equally proud of having a monarch

great in the eyes of the world, and so good for his subjects, now wish to praise him only by their love, and to reward him only by their happiness.

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