NEW ZEALAND CONSTITUTION BILL. House of Commons, Thursday, June 10.

New Zealander, Volume 8, Issue 695, 11 December 1852, Page 3

NEW ZEALAND CONSTITUTION BILL. House of Commons, Thursday, June 10.

The House then wont into Committee on (he Now Zealand Bill, beginning with the 47th clause. Sir W. Molesworth said. —lt is proposed by this clause that a change should be made in the legal charge which the company lias upon the waste lands of New Zealand under the act of 1847. [ propose that no such change should be made, and that in transferring the management of the waste lands iron) the Colonial-office to the General Assembly of New Zealand the strict legal rights of the company find no more should be reserved. Now, what are those legal rights? By the act 0f!847 a sum of l'2(>8,000, with interest, is charged upon and to be paid to the New .Zealand Company out of the proceeds of the sales qf waste lands " after deducting the outlay for surveys, and the proportion of such proceeds, which is appropi i.itcd to the purposes of emigration." Therefore the New Zealand Company is legally entitled to the residue of the proceeds of the sales of waste lands,after deducting the expense of surveys and of emigration. Now, L will not attempt to determine the legal question whether the Crown is entitled, if it think fit, to exhaust all the proceeds of the sales of waste lands in surveys and emigration, or whether there is sumo minimum portion of the proceeds of those sales which the company could always recover by means of legal proceedings. i may assume, in argument, that there is some such minimum provided. L leave it indeterminate. By the clause which I propose, the legal rights of the company to that minimum, whatever it may be, would be reserved in the transfer of the management of the Avaste lands of New Zealand from the Colonial-office to the General Assembly. What more, then, do the company require ? The company assert that they have a moral claim to a larger portion of the proceeds of the land sales than the legal minimum,, that the Colonial-office has recognised that moral claim, and will satisfy that claim as long as it retains the management of the waste lauds ; but if that management be transferred to the General Assembly, the General j Assembly will not recognize the moral claim of the company, and will give to the company as little as possible. Therefore the company assert that in transferring the management of the waste lands from the Colonial-oihce to the General Assembly, the moral claims of the company should bo converted into legal charges upon the waste lan'U. J/or instance, 1 will suppose, for the sake of illustration only, that the legal minimum to which the company is now entitled is one tenth of the proceeds of the sales of waste lands, but that the company asserts a moral claim to one fourth. Then, say the company, as long as the Colonialoffice manages the lands, we can, by our influence in this house and elsewhere, induce the office to give us a fourth. But if the General Assembly have the management of the waste lands, they will laugh at our moral claim, and give us as little as they legally can ; and therefore the company say, that in transferring the management of the waste lands to the General Assembly, Parliament ought to convert the moral claim ol the company into a legal right, by giving to the company One fourth of the proceeds of the land sales. [ admit that these arguments are irrefutable if the company can establish a moral claim to more than the legal minimum. Now, I deny that the Company have any moral claim to more than the legal minimum, or to any favour from Parliament. I do so for two reasons; fust, because they obtained the act of 1847 by concealing the truth from the Colonial-office, the Treasury and Parliament ; secondly, because simultaneously they induced their settlers at NeLon to agree to arrangements beneficial to the company by concealing the truth and insinuating what was incorrect. I am sorry that the papers which I moved for three weeks ago have not as yet been presented to Parliament. I have, however, what 1 believe to be authentic copies of the documents to which 1 am about to refer. X shall confine myself strictly to the proceedings of the New Zealand Company in 1840 and 1847- By an act which received the Royal assent on the 3d of August 1840', the company obtained a, loan from the consolidated fund of IOO 3OO()£., which sum was to be repaid within 7 } rears, with interest at the rate of 3 per cent, peraiinum. The ] 00,000/., were to be applied by the company chiefly to purposes of alleged public utility. It was especially provided that no portion of the money was to be applied to the payment of any part of the debenture debt of the Company. That debt amounted to 7o",000J., with interest at U. 2s, per cent, per annum, secured upon a subscribed, but unpaicl-up capital of 100,000/. This proviso was distasteful to the company, for it would have obliged them to make calls upon their shareholders, and to embark more private money in a hopeless speculation. Therefore, as soon as the company had got the consent of Parliament to a loan they applied again to parliament in the same session for a second act to sot aside the proviso. The second act received the Iloyal assent 2,} clays after the first act (August 2(5 ) It empowered the company to pay ofl hull' of their debenture

debt, with a portion of the loan from tho consolidated fund. The money so applied was to he re paid within throe years. Not content will) those concessions, the company longed for more public money : and, about two months afterwards, the company again apj)licd to the Colonial-office. Negotiations commenced which ended in the act of 1847. By that act the company were relieved from the payment of interest on their first loan of J 00,000/., and obtained a second loan of 1 35,000/!., without interobt, and it was provided that in the event of the company giving notice within three months after the sth of April, 1850, that they intended to surrender their charter, then their debt of 2.%,000?. was to be remitted, and a sum of 2(>8,000/., with intercut at the rate of 3} per cent, was " to be charged upon and paid to them out of the proceeds of all salos of land in New Zealand after deducting the outlay for burveys, and the proportion of such proceeds which is appropriated to the purposes of emigration ; "at the samo time the lands of the company were to revert to the Crown, "upon condition of the Crown satisfying any liabilities, to which the company may then he liable, under their existing engagements, with reference to the settlement at Nelson." The company gave notice on the sth July of their intention to surrender their charter, and consequently by the act of J847, the Crown is now liable for all engagements between the company and their scttlois at Nelson which existed in 1847, and have not since been' cancelled. Jt was, therefore, the duty of the Chancellor of the Exchequer, as special guardian ot the public purse, to ascertain the liabilities of the company towards their Nelson settlors before they assented to the act of 1847; and the Chancellor of the Exchequer ',did his duty to the best of his power ; for, about November, 1846, the Chancellor of the Exchequer sent to the New Zealand Company a paper of inquiry ; and among the topics upon which ho required information were "claims of settlers on the company, which they (the company) conceive will be good against Government in the event of the company breaking up * With the grounds of both these claims and thoir amount. Nature of settlers' claims." Now, before the company replied to these questions they had submitted a case for the advice of their standing counsel, touching their liabilities with reference to their settlement at Nelson, and had received the opinion of thoir counsel to the effect that they were under immense liabilities, that the'eompany had failed to perform their contract with reference to that settlenfent, were liable for its non-perform-ance, might lie called upon to refund the moneys which they had received from purchasers of allotments, with interest and damages. If this opinion were correct, the logal claims of the purchasers of allotments at Nelson xipon the company, which would have been good against the Government, in the event of the Company breaking up, would have amounted perhaps to a couple of hundred thousand pounds, or oven more. Now the company, with this legal opinion in their possession and without having obtained any contradictory opinion, did not hesitate in thoir answer to the Chancellor of the Exchequer, dated the 23d and 24th of December, 184(5, and the 9th of January, 1847, to omit all mention of these legal claims of the settlers of Nolson, and the company did, by the dexterous wording of their answer, produce in the mind of the Chancellor of the Exchequer the belief that tlic claims of the settlers were merely moral ones, and, and to use his own expression, " amounted to nothing more than "what any sottleiv* claim, i.e., the protection of good government." I put the question to the right hon. baronet the member for Halifax, — was he aware in December, 1840, or in January, 1847, or at any other period before the passing of the act of 1847, of the legal opinion to which I have referred I was he aware that the purchosez\s of allotments at Nelson had any logal claims on the company, except with reference to that fund, which amounted to about 25,000?., and is quite a distinct matter? Now, about a week after the last answer of the company to the Chancellor of the Exchequer, they received a letter from Mr, IJawcs (dated January 30, 1847), enclosing a copy of a petition from Nelson to Parliament. This petition \vas presented by Mr. IJawes on the Bth of February, 1847. It stated that " the site chosen for Nelson had been found wholly inadequate to the fulfilment of the Company's liabilities ;" that there was a " general impression that it was not the intention of the company to fulfil its contracts or to make any compensation to the purchasers," — the petitioners prayed that <he House would take measures to enable them to obtain legal redress. Before the company replied to the letter containing this petition they submitted a second case touching their liabilities, with reference to Nelson, to a second counsel, whose name I will not mention, for though ho is of undoubted legal attainments the company's first counsel would not have met in consultation, and he is not permitted to practise in any court of law. The company received the opinion of their second counsel on the 2 1st January, 1847; it was very different from that of their fir-st counsel, and then they answered (on the 2(Jth of January, 1847) Mr. llawcb's letter; in their reply they omitted all mention of the opinion of their first counsel, and assured Mr. lfawes that "thoir own personal conviction had been distinctly confirmed by counsel of eminence to the effect that they had not failed in the performance of any contract with their Nelson settlors which they could be legally called upon to fulfil." Again, on the 28rd of April, 1847, the company addressed to the Secretary of State for the Colonies a formal statement which was presented to the House, and formed the Parliamentary basis of the act 1847. In that statement they should have inserted all claims of their settlors upon thorn, but they omitted all mention of thelcgalclaini&of the Nelson settlersfor non-performance of contract, nnd only mentioned their liabilities, to those settlers on account of the trust fund, as amounting to between 25,000?. and 31,000. The statement was sent to the Troasuiy with a letter from the Colonial-office, dated May <>, 1847, in which Mr. Stephen described the liabilities of the company to the Nelson settlers over and above the 25,000?. of the trust fund, as the small balance of a disputed account not worth mentioning. Accompanying this letter was the draught of Lord (jlrcy's reply to the New New Zealand Compan}', Avhich was sent for the sanction of the Treasury prior to an application to Parliament for the act of 1 847. In that draught Lord drey- stated that In is assured that the liabilities of the company to the Nelson settlers (over and above the 25,000?. of trust money} " can only be some small amount of debt which may possibly be found due to those settlers on a settlement of some accounts of which the balance cannot be exactly ascertained." In consequence of these statements and assurances the Lordsof the Treasury signified (May 10, 1»47) that they wouldconcuriu an application to Parliament for the act of J847. Thcsclcttcrs were presented to Parliament in J une, j 1847. They prove that the act of 1847 was obtained in complete ignorance on the part of Parliament, of the Colonial-office, and of the Treasury — first, that there was a legal opinion to the effect that the romp my was under immense liabilities to thoir scttloi .sat Nelson ; and, secondly, that the Crown would have to satisfy those liabilities in the event of the company breaking up. The papers for which I have moved will also show that the legal opinion to which I have referred was concealed from the Colonial-office, and from the Treasury, and a second and different opinion was brought prominently under the notice of the Colonial-oflice. It must be admitted that these proceedings of the company were very questionable ones. At tho same time, lam bound to state, that Lord Grey, in a letter to the New Zealand Company, dated November, 1848, stated that — " lie had much satisfaction on coining to the conclusion that the directors of the New Zealand Company must be entirely acquitted of having concealed in their negotiations with the Government any claim which they believed to have any foundation."

Tin) leims of this acquittal show that there was conwiilmcnl, — (liyugh in Lord Grey's opinion it w;is not improper, — and, in fact, in the same letter Loid Givv totaled, — " Th.it lie neser had any expectation at the time of the negotiations with the company in the early part of 1847) that claims could ho advanced by the Nelson settlers -with any reasonable prospect of success of the indefinite character, and to the vast amount described by the commissioner for the aO'.iirs of -New Zealand." I must observe that the commissioner in his report of the 2 Ifch of November, 18-17, made Lord Grey acquainted with the fact, previously unknown to his lordship, that there were Iwo adverse opinions with regard to the company's liabilities to their Nelson settlers, and recommended Lord Grey to have an amended case submitted for the consideration of the law officers of the Crown This recommendation Lord Grey disregarded. T must also observe, that Lord Grey acceded to the request of the company in their "letter of the 28th of March, 1848, that the opinion of their first counsel, which was favourable to the Nelson settlers and unfavourable to the company should continue to be concealed from those settlers. And f must add, that one of those settlers had brought an action against the company, and the company had compromised it by paying the settler the sum to which he would have been legally entitled if the opinion of (lie first counsel had been correct. I now come to the proceedings of the company towards their purchasers of allotments at Nelson, which seem to me to be far more questionable than those which I have just mentioned. In order to understand those proceedings, I must observe that on the 15th of February, 1841, the New Zealand Company issued a prospectus for the formation of a second settlement, to be called Nelson ; and they offered for sale allotments of! and in thai settlement, which allotments were to fulfil certain conditions. In the first instance, about 315 persons bought 442 allotments of 201 acres, at 3001, per allotment, for which they must have paid about £132,600. About 80 of these purchasers emigrated to Nelson. On arriving there they found that the company could not fulfil the conditions upon which the allotments had been purchased. The settlers complained of a breach of contract, and demanded compensation. The company then proposed a method of arranging the differences between them and their settlers, to which the settlers refused their absent ; whereon the company submitted (as I have already said) a. case for the advice of their standing counsel touching their liabilities to their Nelson settlers. Before they received the opinion of their standing counsel the company wrote :i letter (November 20, 184G)(o their agents, Colonel WakefieM and Mr. Fox, in New Zealand, to tlio effect that the " one great object of the company was to act for the benefit" of Nelson, therefore they had caused a case to be submitted for the advice of counsel, that they would be guided by that advice. They invited, ilso, the " freest communication of sentiment on the part of the settlers, and of opinion and advice on the part of their agents ;" and they concluded with pledging thornselves "to adopt the course best calculated to identify the company with the colonists, and to promote permanently the united interests of both." Now, it appears from papers in the possession of the House, that this letter on its arrival in Nelson was circulated among the settlers, and produced in the minds of the settlers the belief that further information had been promised them. It excited an impression favourable to the company, and, in fact, humbugged the settlers ; for lam sorry to say the company played identically the same trick to the settlers as they were simultaneously playing to the Colonial-ofiicc and the Chancellor of the Exchequer, with this difference, that they concealed the truth from the Government and Parliament, while to their settlers they not only concealed the truth, but insinuated what was positively incorrect 5 for a few days after they had written that letter they received (Dec. 4, 1846), the opinion of the counsel referred to in it. Now, I must observe that this counsel was one of the largest shareholders in the empany, and that his pecuniary interests were identical with those of the company. Yet, as I have already observed, his opinion was to the effect that the company had failed to perform their contract with the purchasers of allotments at Nelson, were liable for the non» performance of that contract, might be called upon to refund the purchase-money, and to pay interest, and damages in addition. The company did not send this opinion to New Zealand, but carefully concealed it from their settlers and their agents, as they had concealed it from the Chancellor of the Exchequer and the Colonial -office; but they procured, as 1 have already said, a second opinion from a second counsel, which was very different from the opinion of their first counsel. This second opinion the company forwarded on the 28 th of January, 1847, to their agents in New Zealand, as if it were the opinion referred to in their letter of the 26th of November, 184G, and which opinion their agents and .settlers had been expecting. Along with this second opinion they enclosed their reply to Mr. Ilawcs with regard to the petition against them from Nelson, and they called the especial attention of their agents to that portion of their reply to Mr. Ilawcs, in which they asserted that " counsel of eminence had confirmed the personal conviction of the company that they had not failed in performing any contnftt with their settlers at Nelson, which they could be legally called upon to fulfil." When this second opinion, with its corroborating documents, reached New Zealand, it was extensively circulated among the settlers at Nelson. It passed for unquestionable law, for there wa«, probably, no one in the colony who knew anything about the second counsel. This opinion was used with the utmost success by the agents of the company to induce the settlors to agree to certain arrangements beneficial to the company. Colonel Wnkeficld, in a letter dated ' 23rd of August, 1817, wrote to the company that the opinion (of the second counsel) " has been sufficiently promulgated by me to dispel a notion on the part, of some of Iho purchasers that it would not be unwise for them to seek compensation by legal proceedings :" and lie added" " the cases of repurchase by the company of land-orders in this settlement had given hopi's to many who would now prefer to have their money again ; that the directors had found the company responsible on the pomt — the partial disclosure of the legal opinion with an assurance that it had been only t iken with a view of deciding on the above named point" (1 have shown that it was only taken with a view of obtaining an opinion favourable to the company) — " has had the effect on someof inducing them to accept the proposed terms." It is a duty which I o«e to the memory of Colonel Wakefiuld to state my belief that in using the opinion of the second counsel in the manner which he did, that neither he nor Mr. Eox were aware of the opinion of the first counsel, or lhat such an op'nion existed. Mr. Fox is at present in England ; he assures me that both he and Colonel Wake field believed that, the opinion of the second counsel was the one which was referred to in the company's letter of the 20th of November, 1840, and which both they and the settlers had been expecting; that if he and Colonel Wakefield had known the contrary, they would never have consented to make the use which they did of that opinion ; that he had never hoard of the existence of the opinion of the first counsel till he returned to this country last year; and that he believed that up to the present moment the Nelson settlers are ignorai t of that fact. Thus the company who had assured the settlers of Nelson that '' their one great objoct was to act for the benefit" of Nelson, concealed from those set tleis the opinion favourable to thu interest of settlers, and, instead of that opinion ■which the company had promised to send, they palmed off upon thcii settlers another opinion adAerse to the interests of the settlors and favourable to the interests of the Company; and thus they tricked their settlers into an arrangement to . vhich they would ne\er have agreed had they

»«jijJUjuwui.ii»«i^w«(ii*iwwmjjuimt«iu.'t'-«i*u"i'«i»wi»M. i . hummm, n isppcted I lip rroorl failli of t lie? company. Would S'irh an annnfjement be held valid l>v a court of c pn'ty ? As f.ir as the morality oflhe proceedings of the company wore concerned, it matters liltle whether the opinion of the first counsel, or thai of the second counsel, was the correct one. For nothing can justify the concealment of the first opinion, and the substitution of the second opinion for it. The company lias, however, asserted that their personal conviction was (hat the first opinion was wrong, that the second opinion was right, and that they had concealed the first opinion out of regard for the settlers, lest it should mislead them and prevent an "equitable adjustment of disputes" between them and the company. Now, I will stale some facts which induce me to believe that finally, at least, the company anived at the conviction that the opinion of the first counsel was the sounder one of the two, and that they were really under heavy liabilities to their settlers at Nelson. For an action was brought against them by one of their Nelson settlers, and the company did refund the purchase-money which they had received from that settlor, and paid him damages in addition. This settler was named licit. Tit ]842 he had pui'chased from the company four allotments at Nelson, for which he had paid the sum of 1,500?. He emigrated to Nelson with his wife and family ; he remained there five years in n, condition similar to that of almost all the settlers at Nelson, namely, without having been able to obtain from the company the fulfilment of their engagements towards him as a pui chaser of allotments at Nelson. lie then returned to this country, and applied to the Colonial-oflice for redress, stating his intention to petition Parliament, against the company. The Colonial-office recommended Mr. Beit not to do so, and rcfeired him to the commissioner, who was to be appointed under the act of 1847 to superintend the affairs of the company. The commissioner was directed to report upon Mr. Beit's case and that of the Nelson settlers generally. The report was dated the 24th of November, 1847. ]i\ that report the commissioner brought unrlci the cognizance of the Co-lonial-office for the first time the fact that the company had taken two opinions on the subject of thei i legal liabilities to their settlers at Nelson, that those opinions were different, and lie recommended " thai an amended case should be prepared, and a third opinion taken. " This recommendation was disregarded by the Colonial-office. A copy of the commissioner's report was transmitted to the company by the Colonial-office, but refused to Mr. Beit. The company complained very much of the report, and requested the Colonial office to allow Governor Grey to become arbitrator between them and then settlers. The Colonial-office complied with this request, and Mr. Beit was recommended to return to New Zealand and to submit (o the arbitral ion of Governor Grey. Mr. Beit refused, preferred an English court of justice, and commenced an action against the company. Mr. Beit's action was for breach of contract and damages, in respect of his ha\ ing purchased from the company five allotments at Nelson. The company immediately moved for a commission to proceed to New Zealand to take evidence, and that proceedings should be staved until the commission should report. But Mr. .Beit's counsel at once offered to admit all the facts upon which the company had grounded its application to the court, and the commission was refused. It was then agreed that the case should be referred to arbitration and an arbitrator was appointed by the Court. Then the company appointed their second counsel, who had given so btrongan opinion in fheirfavourlo defend them and his own opinion. Mr Beit's counsel refused to meet the company's second counsel, and appealed to the arbitrator, the Hon. G. Denman. The arbitrator took time to consider, and to ask superior advice ; und finally refused to hear the Company's second counsel. The Company had to appoint another counsel. After two or three hearings they nogociated a compromise with Mr. Beit, by which they consented to re-purchase fiomMr. Beit foi about 3000/. the property which had been sold him for 15001. ]t is impossible to believe that the Company would ever have consented to this compromise if they had really believed in the .soundnes-i of the opinion given by their second counsel that they were under no legal liabilities to their settlers at Nelson. If that opinion were incorrec', and the opinion of the first counsel correct, then in 184G, at the limo when the Chancellor of the Exchequer inquired what were the claims of the Nelson settlers upon the company ; their liabilities to those settlers may have been immense ; ibr^ up to 1846, the Company had sold allotments at Nelson, for which they had received 162,2407. It is said that the case of each of the purchasers of these allotments was the same as that of Mr. Beit. If this were so, and each of them had agreed to the same compromise with the Company as Mr. Beit did, the liabilities of the Company in 184G to purchasers of allotments at Nelson would have amounted to 320,0007. This, however, is a mire guess. It is certain, however, that whatever now remains of those liabilities has been transferred to the Government by the act of 1847. Mr. Gladstone here called the honourable baronet's attention to a passage in a volume which he placed before him. Sir W. Molesworth.— My right lion, friend has pointed out to me some circumstances which he thinks makes the case worse against the Company; but I leave him lo settle that. (Hear, hear.) What I mean lo say is that the Government will have to satisfy all liabilities of the Company which existed in 1846 to purchasers of allotments at Nelson which have not since been cancelled by valid arrangements'. Now, the nucstion aiises whether a court of equity would hold airangements to be valid which had been obtained in the manner which I have mentioned — namely, by concealing the opinion of the Compnny's first counsel, nnd substituting the opinion of the second counsel. In a court of morality it would be pronounced that such arrangements had been obtained by fraud. Whether they would be set aside on such grounds in a court of equity L cannot prelend to say ; but if any of them could be co set aside, then in each case the liabilities of the Company would be revived and transferred to the Government by the act of 1847. (Hear, hear.) Now, I have proved, first, that in obtaining the act of 1847, the Company concealed from the Colonial Oflice, the Treasury, nnd Parliament the opinion of their standing counsel, to the effect that they were under heavy liabilities to their purchasers of allotments at Nelson, which the Crown would have to satisfy in the event of this Company's breaking up; and, secondly, L ha\e proved that the Company concealed from their settlers and agents at Nelson the opinion of their first counsel, which they declared they were taking for the mutual benefit of themsehca ami their settlers ; and, by substituting the opinion of a second counsel of moie than questionable character, ti)G3| deceived their sigentb, and deceived their settlers into arrangements beneficial to the Company, and to which tho settle) s would never have consented had they been aware of the opinion of the first counsel. And 1 must repeat that the opinion of the first counsel has been confirmed by the compromise entered into between the company and one of their settlers, who compelled (hem to re-purchase his allotments at twice the sum which he had paid the Company for them. 1 come, therefore, to the conclusion that the Company is entitled to no favour from Parliament ; that jllmsjio moial claims t<> nny more than its strictest legal rights ; and therefore, in transferring the management of the waste lands of New Zealand from the Colonial Office to the General Assembly, nothing more than the strict legal rights of the Company should be reserved. That is I propose that they should remain entitled to the residue of the produce of the land sales m New Zealand .Jtor deducting surveys and emigration to precisely the same extent to which they are now legally entitled under 10 and 11 Victoria, cap. 112. (Hear, hear.) 1 beg to move, therefore, that in clause 74, all the words be omitted after, "And," to

"Provider!, 1 ' find (lie following insovtod, _ "Nothing in this act, or in any net, law, or ordinance, to be made by the said General Assembly, or by any provincial assembly, shall a fleet or interfere wiih so much of an act of llio session liolden in the lOlh and J lili year of her Majesty, chapter 112, ' to promote colonization to New Zealand, and to authoiizca loan lo the New Zealand Company,' as relates to a cot tain sum, with inteicsl, to be charged upon and paid to the New Zealand Company, out of the proceeds of all future sales of demesne lands of the Crgwn in Nmv Zealand, after deducting the outlay for surveys and the proportion of such proceeds which is appropriated to emigration." Mr. Aglionby did not know whether it would be convenient for the committee that he should reply at that moment. He was sorry to say that he coidd not do so very shortly, unless the committee should agree, as he hoped they would, that it was utterly impossible that they could be a proper tribunal to inquire into and decide upon the question, involving, as it did, not only very important interests as regarded the Crown, the country, and the settlers, and still more as regarded (he character of gentleman as high in station, as independent in principle, and as high in honour as the hon. baronet who had brought forward the questiou. (Hear, hear.) The lion, baronet hnd prepared himself for the attack, with time before his hands, and under the dictation, as it now appeared, or under the information, if the honourable baronet liked it better, of Mr. Cowcll, the commissioner who was relieved from ihe duties of his ofliee by Lord Grey, on grounds which did not redound to his credit ; the principal ground, he believed, being that he was in the habit or, at all events, that he on one occasion look notes of a private conversation among gentlemen without communicating the fact to them, and with the view of [ bringing them forward some months afterward*, against those gentlemen. (Hear, Hear.) He believed Lord Grey knew of one case which he (Mr. Aglionby) did not know of; and he knew of another case which he believed Lord Grey was not aware of. [The hon. member here mentioned a case in which it appeared Mr. Co well had taken notes of a private and confidential conversation between himself and Mr. Godley, and communicated them to a third party.] And this was the gentleman who had been the instructor of the hon. member for Southwark. He was sure that, the hon. baronet, when he came to think of the matter calmly, and apart from Mr. Cowell, would j regret (hat he had brought such oharges against the New Zealand Company without communicating to them beforehand the nature of the charges he intended to bring against them ; for, if he had done so, he (Mr. Aglionby) would have been prepared with a written document in reply to every one of them. As it Avas, he could only give a general denial to the hon. gentleman's charges. But it was impossible that that tribunal could settle the question ; and he should never rest until lie obtained an impartial tribunal to investigate the matter; and he promised that before that tribunal every document should he produced, and the fullest explanation given. The Nelson settlement was founded under the advice and recommendation of a gentleman who was then a director of the company, but who had since ceased to be one. It was founded, as he (Mr. Aglionby) thought at the lime, on good principles of colonization, and under that idea, he, as well as all the other directors, became purchasers of land in the settlement, and lie believed that they were all at this moment holders of land. Their oiiginal object was to obtain land in a certain part of the island under the sanction of Government ; but at that time the Colonial-office was not favourable to them, and the governor was in deadly hostility against them. They sent out Captain Waken* eld, in whom they had perfect confidence, to select a settlement; and, had he been allowed to follow his own judgment, he would probably have selected either the place vi Inch was now the site of the Canterbury settlement or that which was the .site of the Olago settlement ; but ho did the best he could in the circumstances in which he was placed, and fixed upon Nelson. The company hnd not proceeded far with the settlement of Nelson when disputes oF the bitterest kind broke out between the .settlers and the company. He now came to the most important point of the hon. baronet's charge agnimt the company, he meant with regard to tuc opinions of counsel, with regard to the claims of the settlers — and here he begged to .say that if there was anything unjustifiable in that he took the blame upon himself. lie acquitted his brother directors of any participation 1 in it beyond the fact of acting upon his advice. "When he saw the opinion of the first counsel, he at once declared that it was wholly untenable in law, and that he never could abide by it. He insisted, therefore, that a second opinion should be taken. Accordingly, the opinion of one of the ablest men at the bar was obtained ; and, would the committee believe it possible, simply because some part of that gentlemen's conduct happened to have been brought under the cognizance of the bench 22 years ago, Mr. Cowcll declared that this opinion was not good for anything ; and he (Mi\ Aglionby) was sorry to say that the hon. baronet the member for Southwark had also thought it consistent with his duty to drag the circumstance before the notice of the House of Commons for the purpose of damaging the opinion. (Hear, hear.) The gravamen of the charge against him ( Mr. Aglionby) was that the one opinion being adverse and the other favourable to their interest, he sent the favourable opinion to the settlers, and not the unfavourable one. Well, he admitted that he did so, and ho would do so in similar circumstances again. Lord Grey had completely acquitted him from any charge of culpability in doing .so ; and, moreover, his own conscience completely acquitted him. But what had that opinion to do with the act of Parliament] He was willing to refer the question to Lord Grey himself, — and he was not .supposed to be too favourable to the company, — whether the act had been obtained under any misrepresentation witli regard to that opinion. He could also appeal to the late Mr. Buller, who in a letter to the secretary of the company stated he always knew the company would have to pay 25,0002., and not more than Go,ooo£ As to Mr. Beit, who was an extremely clever and unscrupulous German, he had not brought his action for claims on the Nelson settlement, but for arrears and interest of salary, the value of a pier and land, and the matter was referred to arbitration. On the settlement of that, us of every other charge against the company, ho was perfectly satisfied. Every document and paper in their office had been laid before the commissioners, and were at the service of any lYicmlxM 1 of the House, and let Mr Cowell 'and the hon. baronet do their worst, he did not believe the Government would have to pay more than the 25,000 Z. they had spent. The company had spent more than 100,000?. in Nelson on emigration surveys, &c, more than they were obliged to do by the terms of their prospectus, but they might not bo able to claim it in consequence of their not having observed the proper ratio of its distribution. lie believed the company was in safe hands in the right hon. baronet opposite, and he hoped he should not be considered pertinacious if, after what had passed, he claimed for himself and the company an inquiry into all the circumstances by two or three persons accustomed to equity proceedings, who might be named by the Government, being perfectly conscious he and his colleagues would by their decision be acquitted of all intentional wrong-doing or discreditable conduct. (Hear, hear.) Sir «L J J akington had listened to the last two speeches with feelings of pain, in which he thought tlie House must generally have participated. (Hear.) Having heard the speech of the hon. baronet, he felt it would not bo the right course to attempt to answer it till he had heard the rejAy of the hon. member, and now he hoped he would show fhe llouso there could be no occasion for this discussion to be continued to any

longfh, nnil th.it tlio difference between the two lion. niomlK'is did not affect liis piopo&nl, and ought not 1o lead tlie house away fiom considering the Now Zealand Bill. (Hear, hoar.) The hon. baronet had made certain charges, which might be made the subject of an inquiry, and nothings aid bo more natural than that n hon. gentleman charged with fraudulent practices, or something very like them, should desire an inquiry to Ijc instituted. (Hear, hear.) The only way in which the hon. baronet's question could n fleet the bill was that the Now Zealand Company had obtained better terms Minn Miey wore entitled to by concealing their liabilities which would pass to the Government, and (he hon baronet supported the accusation by saying the company first took the opinion of an eminent counsel which was against them, and that then they obtained from a counsel, whose character was under some suspicion, a favourable opinion, which they palmed off upon the Government, flc contended, therefore, that they wore not entitled to an equitable construction of the act of 3847, but to a strict interpretation of its terms. The hon. member (Mr. Aglionby) indignantly repudiated, with all the feeling natural to any gentleman charged with being a party, however indirectly, to such a transaction, lhe.se charges in the name of the company, and declared that whatever shade there might be on the character of the counsel, he was a lawyer of the greatest eminence, whose opinion was entitled to the utmost weight. Now, could he (Sir J. Pakington), with the views he entertained on the point, come forward, and, on the occasion of discussing a bill for a totally different purpose, ask the house to give judgment between these two parties, and by their vote condemn one or the other ? llu must say he entirely shrunk from any such responsiIHy, more {'specially when he considered the construction which it was perfectly clear his predecessor, Lord Grey, had put on the whole transaction. Whatever the arrangements made in 78 J7, the house would admit, that nothing could be more unreasonable than to suppose that a person of Lord Grey's ability and means of arriving at the facts would have been deceived as to the true state of the case from 1847 to 1850, and that after the company had obtained their charter, Lord Grey, still deluded and misled, and unaware of their real position, should have proceeded in 1850 to put on the act of 11)47 that construction on which he (Sir J. Pakington) founded his present proposal. The house would look to the act of 1847, the sut render of the charter, the purchase! bv the Crown of the rights of the company for 208,000/., to the claims in consequence under the clause of the act, and to the construction of that clause at which Lord Grey had arrived, when they came to decide the question. After having given to the whole of this complicated subject his careful and cautious consideration, being perfectly impartial between both parites (hear, hear,), his sole desire being to make this great concession to (he Legislature of New Zealand to enable them to deal with their own land, lie fell, it incumbent on him to see the New Zealand Company should not be the sufferers. (Hear.) The hon. baronet said, leave them to the act, and that seemed a very plausible proposal at first, but he must submit it would not be just, because the particular clause in the bill was &o defectively drawn up that unless j the house put some construction on the terms it could not be carried out as it stood. The clause said that e\ery one pound s worth of sales should be divided into three parts, one f.jr emigration, one for the survey, and the balance to go to the company, but the clause did not decide what should be the distribution of these different parts, and the company contended that the new legislature might spend all the money on emigiatioti, and leave them no balance at all. He did not mean to say the new Legislature would act unjustly, but the house could not tell what view they -i ight take of the Land Question in New Zealand. The next point in this transaction was the construction put by Earl Grey upon that act, and it appeared to him that Earl Grey had put an equitable construction upon it, and that no person taking an equitable view of that clause could have given the New Zealand Company less than he (Sir J. Pakington) now proposed to give them, To that proposal, therefore he was still disposed to adhere. (Hear, hear.) Mr. Y. Smith said his opinion from the first had Wen, that it would be preferable not to proceed with this bill without some inquiry, and certainly, if they were to go into the consideration of the question which had been raised by the hon. member for Southwark, the proper course would have been, before coining to any resolution upon it, to have submitted it to a committee of the house. (Hear, hear.) lie did not think that the right hon. baronet opposite had given any sufficient reason for a departure from the act of J847. lie said himself that the clause which he introduced he had tound in act intended for a totally different purpose. Why, then introduce it here ? The right hon. baronet said that he was bound to do so, because he was creating a new Legislature in New Zealand; but that was no reason, unless he were creating a legislature which he entirely distrusted. The simple question for them to decide was whether they should put the New Zealand Company in a better position than they were in 1847, because the riglit hon. baronet could not not deny that the clause which he now proposed did place that company in a better position. .By the Act of 1847 their claim was indefinite; it was merely a claim after the expense of .surveys and emigration, and it might be large or small ; but the claim which the riglit hon. baronet now gave them was fixed and definite, from which there was no departure. That company, lie contended, without meaning, of course, to impute any had motives, had been, throughout merely a trading company, and he argued that they had no claim upon this country. Could they show that they had made any sacrifice for the jniblio good? (Hear, hear.) They had sacrificed their money in a bad speculation, he admitted, and that had been strongly represented by the present Chancellor of the Exchequer in 1847, when he described them as an insolvent company, and spoke of them as " destitute shareholders." If that wore the case in 1847, he was afraid that their position was not much improved in 1802, for he found that their scrip was at a discount of something like 76 per cent. The company then had no claim beyond that of .strict justice. Strict justice had been done them, as they themselves considered, in 1847, and lie saw no reason for departing from that act, unless the Government Jiad the most utter distrust of the integrity of the new legislature, which, by the present bill, they were creating. (Hear, hear.) If, therefore, the hon. member for Southwark divided, he must divide with him. Mr. F. Peel said the right hon. gentleman who had just sat down had complained that no reason h.'ifl been given why, in tlie present bill, thcic wn& a departure from the arrangement made in the act of 1847, and as the arrangement included in the present bill was made under the auspices of Knrl Grey, when he (Mr. l J eel) held a subordinate appointment in the Colonial Office, he might be allowed to state briefly why he considered that that arrangement deserved the support of the House, There was no doubt of the existence of a debt due to tho New Zealand Company. He thought the hou. member for Southwark had shown no ground why they should in any way repudiate that debt, and be thought the question for them to consider was, how they could discharge it with the least burden to the colony of New Zealand. There could he no doubt that the imperial Treasmy should take no liability with respect to it. It was oqn i l^' clear that it could I not he charged upon the general revenue of tho j colony of New Zealand. Tin ''eht had been charged upon the land of New Zealand, and he presumed that by the land it ought to be discharged. The House had two courses before it — the plan of tho Government and the plan of tho hon. member for Southward. The hon, member for Southwark appeared} to

think that flic plan of the Government was all in favour of (he company, nnd ail to (lie detriment of the colony. To him (Mi* Peel) it appeared on tlio other hand to bo not unattended wilh considerable sacrifices on the part of tho company, while it was of obvious advantage to the colony. lie set aside altogether Canteibury and Otago as special cases ; hut with those, exceptions (.hocompany weic entitled to receive ss. for every acre of land which was sold ; and that right had been guaranteed to them by an act of Parliament so late as last year. According to tlio plan of the Government they consented to abandon that right, and agreed to accept one-fourth only of the price of the laud. The General Assembly might, and no doubt would reduce the price of the land, and the consequence would be that the company would receive less than both in law and equity they were at present entitled to receive, That he conceived was a sacrifice on the part of the company which entitled them to some consideration. (Hear, hear.) Tly the course which the Government had takcii they bad opened the way for expending a portion of the proceeds of the land sales on other purposes than surveys and emigration. At present they could not expend money in any other purposes; but by this arrangement they had opened up other ways, and, no doubt, the General Assembly might expend it in the improvement of the agricultural districts, in the construction of roads, the erection of public works and other useful purposes. There was great advantage to the colony in all that; nnd lie might add, that last year it had been divided into hundreds and districts. Upon these grounds he i thought that the late Government were justified in making 1 tho arrangement at which they had «ii rived. (Hour, hear.) Mr. Mangles said, that after Earl Grey had acquitted, as he had done, the New Zealand Company from the charges that had been brought against them, ho was surprised that any hon. gentlemen in that House should now be found to renew them. He was anxious that the colony of New Zealand should have the benefit of this bill, and speedily, and therefore willingly would he forego saying anything to clear his own character rather than the bill .should bo postponed. lie must, however, deny that the company were open to any charge as to the proceedings of 1847, fur the measure of that time was conducted by Mr. Buller, and no one in that House could fairly bring a charge against that right hon. gentlemen. lie was able to .speak upon those matters with less personal feeling, inasmuch as lie took no part whatever in them. The hon. baronet (Sir W. Molesworth) had been, as he (Mr. Mangles) was, a director of the New Zealand Company, but when they were in difficulties in 1843 lie found it inconvenient to remain with them, and left them, in the lurch. (Hear, hear.) lie (Mr. Mangles) would not leave those gentlemen with whom he had been associated for many years m their difficulties, but would stand by them to the best of his humble ability. (Hear, hear.) And now he turned from personal matters to the claim before the committee. The hon. baronet had ! .stated that the company considered they had not only a legal claim but a moral one upon the proI cecils of the -\\nste lands. The company had ! never asserted such a claim. They bail asserted a legal claim under the act of 1847 ; they had a ! legal claim under it when it was equitably read. (Cries of " Ob, oh !" from. Sir W. Moles worth.) If they were left in the same position they would be content without this clause, but the)' were not to be .so left. At the present time tho New Zealand Company had money owing to them from the colony, which they had continually asked for, but could not obtain ; and if, now that they looked to the Colonial-office for payment of their mortgage-money, they could not get it, because the colony had not remitted it, was it reasonable to expect that when the matter was left entirely in the hands of the colon)'-, they would be able to obi am their money? All that the company asked for was some better security that they might obtain all they were entitled to. Mr. Gladstone said, there was four modes of' proceeding. There was the plan proposed by the mil, accordingto which the Legislature of Now Zealand were to have the control over the waste lands, subject to the obligation of paying ss. an acre, to the extent of 2(J8,000/. to the company; the second plan was to cany over the waste lands subject to the obligation of the company, but to alter the obligation for an absolute payment of ss. to a proportional one of one-fourth of the gross proceeds, whatever they might he ; the third was the plan of the hon. baronet (Sir W. Molesworth) which was to carry over to the Legislature of New Zealand the control of the waste lands, but to leave the command of the proceeds and the ..claims upon them precisely as they were at present. Then there was a fourth plan, which had not been mentioned in this debate, but which had found favour, with some — to postpone, altogether the whole matter until another year. lie was in the greatest difficulty as to making a choice Tjctwccn the four. But he was deliberately of opinion that both the plans proposed by the Secretary of State — the absolute payment of 55., and the proportional payment of one fourth of the proceeds were more than the New Zealand Company was justly entitled to under the act of 1847. He entirely acceded to the principle that they were not. by any proceedings they might take, to damage the position of the Company. ]t was alleged that there was a, letter wiitteri by Earl Grey in Mbich he valued Ihe claim of the company at one-fourth the price of the land, which he estimated at ss. per acre. Now, he, (Mr. Gladstone) objected to that valuation, and disputed the right of Lord Grey to fix it. (Hear, hear.) The .statute gave to Lord Grey no such power, and it was in vain for the Secretary of State lor the Colonies to tell him that wo were bound by good faith towards the company to observe that agreement, because it was entered into by Lord Grey. ("Hear, hear" from Mr. Mangles.) The hon. gentleman gave a derisive cheer, but was the house to be told that a Minister had power to promise away the public money without the authority of an act of Parliament ? (Loud cries of "Hear") Pailiament gave to Lord Cre)' no such power. Parliament did not say in 1847 that the Secretary of State should have power to fix the claim of tho Company, but that the cost of surveys and of emigration should be defrayed out of the fund, and the law officers of the Crown had told them that the Government were bound by Act of Parliament to fix the cost of emigration, from time to time, according to the exigencies of the colony. That was the construction he put upon the act, and if he were right in his construction, it was obvious that when Parliament had thought proper to fix upon this fund charges, which must necessarily vary from time to time, the Secretary of State Avent beyond his power in converting that indeterminate charge to a determinate charge upon the fund, and therefore, however responsible lie might be to the New Zealand Company the doctrine that publish faith was implicated was totally without foundation. (Hear, hear.) At the same time, he (Mr. Gladstone) repeated that he did not wish to damage the Now Zealand Company, and wished to adopt a course with regard to them which in his view would be a liberal one. He thought if the House were to combine the two conditions suggested, nnd provide that the New Zealand Company should have one-foiuth of the gross proceeds of the land, subject to the condition tint their proportion should never exceed 5s per acre, this would be a most liberal arrangement line] ho I hough t their position under this arrangement, as compared with that in which they would be placed under the provision proposed, would be rather improved than deteriorated by the change. (Hear.) Without such a limitation it was iinpoAsiblu ibj him to accede to the arrangement us it now .stood. Then tlie hoc. p,entk>inan the member for Southwark asked the bouse to secure the strict legal rights of the company by handing over the management of the land to tho Legislature of Now Zealand, leaving the proceeds upon the spies pr"o>riely as they now wore. The hon. baronet admitted that the company had a moral claim

which ought to be satisfied if it were not for the fraudulent suppressions by which lie considered they obtained the Act of 1847. Now, the difficulty he (Mr. Gladstone) felt was this — that it had not been possible to produce the papers which wore necessary to enable the House to discuss the subject. (Hoar.) When the hon. baronet, the member for South waik proposed to cut oir" the the moral claim of the Company, he asked the house virtually to spring to a decision upon his charges against the New Zealand Company. (JJoar, hear.) Now, the hon. baronet had made serious charges against the company, and he (Mr. Gladstone) could not censure the hon. gentleman for making them ; but on the contrary thought him entitled to credit and to praise for what be bad done. (Hear, bear.) That was not, however, a reason why the house should come suddenly and precipitately to a judgment upon the question. Here were charges against the company that the compact, upon the basis of which tlvy now stood, and the terms of which it was proposed the house should construct afresh, bad been obtained by fraudulent representation. He rather felt that if his hon. friend made good bis allegations the compact itself would be placed thereby in a very serious position, and it would be very hard in that case for the New Zealand Company to claim that the terms of that compact should be agreed to. But, however much lie (Mr. Gladstone) might feel the difficulty of the case, he could not go so far as to violate the principle of justice by assuming the entire accuracy of a statement made by b"i3 hon. friend upon which the house had not the means of arriving at a judgment ; it was impossible for the bouse to proceed upon that statement, as if it definitively concluded the whole case. (Hear, hear.)^ He would be no party to an act of injustice like' that. Then there was the other course, namely, that of postponing the whole matter, which he thought would be a perfectly just course as regarded tho company, would be a great relief to the Committee (hear), and would enable lion, members to come to a deliberate conclusion upon the subject. On the other hand, as it was most desirable to hand over the land to the colony, lie should, on this account, be very reluctant to postpone tho subject. If the Secretary of State for the Colonies were disposed to make such an arrangement as that the New Zealand Company should receive one-fifth of the proceeds of the land, subject to a maximum of ss. per acre, to that arrangement he (Mr. Gladstone) would accede, but he could not accede to any other than these two plans. Mr. J. A. Smith objected to the manner in Avhich the hon. baronet (Sir W. Molesworth) had brought these charges against the company without informing his ancient colleagues of the nature of the charges bo was about to bring. As far as he (Mr. J. A. Smith) knew, those charge? were utterly undeserved, and it was equally undeserved that the hon. baronet should have brought forward those charges without communication with the parties whose character they so seriously affected. He hoped the house, considering the position in which the New Zealand Company stood, would listen Avith indulgence to the suggestion made by the right hon. gentleman (Mr. Gladstone) for postponing this land question to anotl or year. lie was prepared to resist any settlement of the matter which left these charges Jigainst his character unrefuted and unexplained, and at the same time he could not allow the land to be handed over to this new body until the claims of the company were settled. It was not possible in the present state of the session to have a settlement which could be cither satisfactory to the bouse or to the New Zealaud Company, and he was prepared therefore, to support the proposal for postponement. lie was quite willing that the matter should be meanwhile referred to a select committee of that house. Sir J. Pakington could not consent to separate the land scheme from tho bill, and saw no reason for striking out these land clauses, or for adjourning the consideration of the question until next year. The hon. baronet (in answer to Mr.F.Scott) said it was intended to omit the proviso for the payment of sa. per acre to the New Zealand Company, and to insert the words "one-fourth part of the sum paid by the purchaser in respect of every such sale." Sir W. Molesworth, in reply, said that the directors of the New Zealand Company had not contradicted one single fact thai he had mentioned. If a select committee were appointed he would undertake to support his statements before them. The amendment was then put, and negatived without a division. Sir J. Pakington then proposed to alter the clause so that it should provide that a fourth part of the sum paid by the purchaser in respect of every sale or alienation of land should be the piopertyof the New Zealand Company. Sir W. Molesworth contended, that under the act by which (he company was es'ablished, it wasentlled to no more than a tenth, and he accordingly moved that its profit should be limited to that •mount. Sir J. Pakingion justified his proposal on the ground of the altered state of circumstances since the Legislature guaranteed the company a profit of only a tenth. Mr. Aglionby said, that last year, when a compromise was proposed, it was thrown out because the colonists had not given their consent; but new they were about to carry through an arrangement without the consent of the New Zealand Company. The company, indeed, appeared to be a target for every one to shoot their arrows at. It was then agreed that the words " one-fourth" .should be inserted, the proposal for the insertion of "one-tenth"having been previously negatived, Mr. Gladstone proposed, that after the words "one-fourth," they should insert the wore 1 * " but so that the said payment shall in no caseexceed ss. per acre so sold or alienated." lie thought that they were called upon to give the New Zealand Company something like a certainty of payment by bringing the burden within duelimits. He was not euro that the New Zealand Legislature would consider themselves strictly bound in honour by tho legislation of that House, and bethought they should give the company a provision for payment that would not be open to evasion, so that their rights might be secured. (Hear, hear.) After a few words from Mr. Mangles, Sir J. Pakington was understood to object to so low a maximum being fixed. Mr. J. A. Smith, on the part of the new Zealand Company, was quite willing to take ss. an acre, provided that sum was fixed for all descriptions of land, ui'ban as well as rural. After a short conversation, the committee divided ; when there appeared — For Mr. Gladstone's amendment 51 Against in 120 Majority in favour of granting the New Zealand Company one-fourth absolutely 69 The clause, aB amended, was ordered to stand part of the bill. Clause 75, which declared that it should bo lawful for the Canterbury Association to transfer their powers to the provincial Council, was passed,, it being agreed by Sir J. Pakington, on the suggestion of Mr. Adderley, that the clause should be reconsidered on the bringing up of the report. The remaining clauseß of tho bill and the schedule were then agreed to. A new clause was substituted for clause 4, with reference to the appointment of superintendents, the new' clause vesting the appointment in the hands of the persons duly qualified to elect members for the Provincial Council, instead of in the hands of the governor, as formerly proposed. The House then resumed, and the report was ordered to be received to-day (Friday.)