Chapter 9

For the tax levied on the estate of deceased persons, and sometimes called “death duty,” seeSuccession Duty.For the statistics of the death-rate of the United Kingdom as compared with that of the various European countries seeUnited Kingdom. See also the articlesAnnuity;Capital Punishment;Cremation;Insurance;Medical Jurisprudence, &c.

For the tax levied on the estate of deceased persons, and sometimes called “death duty,” seeSuccession Duty.

For the statistics of the death-rate of the United Kingdom as compared with that of the various European countries seeUnited Kingdom. See also the articlesAnnuity;Capital Punishment;Cremation;Insurance;Medical Jurisprudence, &c.

DEATH-WARNING,a term used in psychical research for an intimation of the death of another person received by other than the ordinary sensory channels,i.e.by (1) a sensory hallucination or (2) a massive sensation, both being of telepathic origin. (SeeTelepathy.) Both among civilized and uncivilized peoples there is a widespread belief that the apparition of a living person is an omen of death; but until the Society of Psychical Research undertook the statistical examination of the question, there were no data for estimating the value of the belief. In 1885 a collection of spontaneous cases and a discussion of the evidence was published under the titlePhantasms of the Living, and though the standard of evidence was lower than at the present time, a substantial body of testimony, including many striking cases, was there put forward. In 1889 a further inquiry was undertaken, known as the “Census of Hallucinations,” which provided information as to the percentage of individuals in the general population who, at some period of their lives, while they were in a normal state of health, had had “a vivid impression of seeing or being touched by a living being or inanimate object, or of hearing a voice; which impression, so far as they could discover, was not due to any external cause.” To the census question about 17,000 answers were received, and after making all deductions it appeared that death coincidences numbered about 30 in 1300 cases of recognized apparitions; or about 1 in 43, whereas if chance alone operated the coincidences would have been in the proportion of 1 to 19,000. As a result of the inquiry the committee held it to be proved that “between deaths and apparitions of the dying person a connexion exists which is not due to chance alone.” From an evidential point of view the apparition is the most valuable class of death-warning, inasmuch as recognition is more difficult in the case of an auditory hallucination, even where it takes the form of spoken words; moreover, auditory hallucinations coinciding with deaths may be mere knocks, ringing of bells, &c.; tactile hallucinations are still more difficult of recognition; and the hallucinations of smell which are sometimes found as death-warnings rarely have anything to associate them specially with the dead person. Occasionally the death-warning is in the form of an apparition of some other person; it may also take the form of a temporary feeling of intense depression or other massive sensation.

Bibliography.—Podmore, Gurney and Myers,Phantasms of the Living(1885); for the Census Report seeProceedings of the Society for Psychical Research, part xxvi.; see also F. Podmore,Apparitions and Thought Transference. For a criticism of the results of the Census see E. Parish,Hallucinations and IllusionsandZur Kritik des telepathischen Beweismaterials, and Mrs Sidgwick’s refutation inProc. S.P.R.part xxxiii. 589-601. TheJournal of the S.P.R.contains the most striking spontaneous cases received from time to time by the society.

(N. W. T.)

DEATH-WATCH,a popular name applied to insects of two distinct families, which burrow and live in old furniture and produce the mysterious “ticking” vulgarly supposed to foretell the death of some inmate of the house. The best known, because the largest, is a small beetle,Anobium striattum, belonging to the familyPtinidae. The “ticking,” in reality a sexual call, like the chirp of a grasshopper, is produced by the beetle rapidly striking its head against the hard and dry woodwork. In the case of the smaller death-watches, some of the so-called book-lice of the familyPsocidae, the exact way in which the sound is caused has not been satisfactorily explained. Indeed the ability of such small and soft insects to give rise to audible sounds has been seriously doubted; but it is impossible to ignore the positive evidence on the point. The namesAtropos divinatoriaandClothilla pulsatoria, given to two of the commoner forms, bear witness both to a belief in a causal connexion between these insects and the ticking, and to the superstition regarding the fateful significance of the sound.

DE BARY, HEINRICH ANTON(1831-1888), German botanist, was of Belgian extraction, though his family had long been settled in Germany, and was born on the 26th of January 1831, at Frankfort-on-Main. From 1849 to 1853 he studied medicine at Heidelberg, Marburg and Berlin. In 1853 he settled at Frankfort as a surgeon. In 1854 he became privat-docent for botany in Tübingen, and professor of botany at Freiburg in 1855. In 1867 he migrated to Halle, and in 1872 to Strassburg, where he was the first rector of the newly constituted university, and where he died on the 19th of January 1888.

Although one of his largest and most important works was on theComparative Anatomy of Ferns and Phanerogams(1877), and notwithstanding his admirable acquaintance with systematic and field botany generally, de Bary will always be remembered as the founder of modern mycology. This branch of botany he completely revolutionized in 1866 by the publication of his celebratedMorphologie und Physiologie d. Pilze, &c., a classic which he rewrote in 1884, and which has had a world-wide influence on biology. His clear appreciation of the real significance of symbiosis and the dual nature of lichens is one of his most striking achievements, and in many ways he showed powers of generalizing in regard to the evolution of organisms, which alone would have made him a distinguished man. It was as an investigator of the then mysterious Fungi, however, that de Bary stands out first and foremost among the biologists of the 19th century. He not only laid bare the complex facts of the life-history of many forms,—e.g.the Ustilagineae, Peronosporeae, Uredineae and many Ascomycetes,—treating them from the developmental point of view, in opposition to the then prevailing anatomical method, but he insisted on the necessity of tracing the evolution of each organism from spore to spore, and by his methods of culture and accurate observation brought to light numerous facts previously undreamt of. These his keen perception and insight continually employed as the basis for hypotheses, which in turn he tested with an experimental skill and critical faculty rarely equalled and probably never surpassed. One of his most fruitful discoveries was the true meaning of infection as a morphological and physiological process. He traced this step by step inPhytophthora,Cystopus,Puccinia, and other Fungi, and so placed before the world in a clear light the significance of parasitism. He then showed by numerous examples wherein lay the essential differences between a parasite and a saprophyte; these were by no means clear in 1860-1870, though he himself had recognized them as early as 1853, as is shown by his work,Die Brandpilze.

These researches led to the explanation of epidemic diseases, and de Bary’s contributions to this subject were fundamental, as witness his classical work on the potato disease in 1861. They also led to his striking discovery ofheteroecism(ormetoecism) in the Uredineae, the truth of which he demonstrated in wheat rust experimentally, and so clearly that his classical example (1863) has always been confirmed by subsequent observers, though much more has been discovered as to details. It is difficult to estimate the relative importance of de Bary’s astoundingly accurate work on the sexuality of the Fungi. He not only described the phenomena of sexuality in Peronosporeae and Ascomycetes—Eurotium,Erysiphe,Peziza, &c.—but also established the existence of parthenogenesis and apogamy on so firm a basis that it is doubtful if all the combined workers who have succeeded him, and who have brought forward contending hypotheses in opposition to his views, have succeeded in shaking the doctrine he established before modern cytological methods existed. In one case, at least (Pyronema confluens), the most skilful investigations, with every modern appliance, have shown that de Bary described the sexual organs and process accurately.

It is impossible here to mention all the discoveries made by de Bary. He did much work on the Chytridieae, Ustilagineae, Exoasceae and Phalloideae, as well as on that remarkable group the Myxomycetes, or, as he himself termed them,Mycetozoa, almost every step of which was of permanent value, and started lines of investigation which have proved fruitful in the hands of his pupils. Nor must we overlook the important contributions to algology contained in his earlier monograph on the Conjugatae (1858), and investigations on Nostocaceae (1863),Chara(1871),Acetabularia(1869), &c. De Bary seems to have held aloof from the Bacteria for many years, but it was characteristic of the man that, after working at them in order to include an account of the group in the second edition of his book in 1884, he found opportunity to bring the whole subject of bacteriology under the influence of his genius, the outcome being his brilliantLectures on Bacteriain 1885. De Bary’s personal influence was immense. Every one of his numerous pupils was enthusiastic in admiration of his kind nature and genial criticism, his humorous sarcasm, and his profound insight, knowledge and originality.

Memoirs of de Bary’s life will be found inBot. Centralbl.(1888), xxxiv. 93, by Wilhelm;Ber. d. d. bot. Ges.vol. vi. (1888) p. viii., by Reess, each with a list of his works;Bot. Zeitung(1889), vol. xlvii. No. 3, by Graf zu Soems-Laubach.

(H. M. W.)

DEBENTURESandDEBENTURE STOCK.One of the many advantages incident to incorporation under the English Companies Acts is found in the facilities which such incorporation affords a trading concern for borrowing on debentures or debenture stock. More than five hundred millions of money are now invested in these forms of security. Borrowing was not specifically dealt with by the Companies Acts prior to the act of 1900, but that it was contemplated by the legislature is evident from the provision in § 43 of the act of 1862 for a company keeping a register of mortgages and charges. The policy of the legislature in this, as in other matters connected with trading companies, was apparently to leave the company to determine whether borrowing should or should not form one of its objects.

The first principle to be borne in mind is that a company cannot borrow unless it is expressly or impliedly authorized to do so by its memorandum of association. In the case of atradingcompany borrowing is impliedly authorized as a necessary incident of carrying on the company’s business. Thus a company established for the conveyance of passengers and luggage by omnibuses, a company formed to buy and run vessels between England and Australia, and a company whose objects included discounting approved commercial bills, have all been held to be trading companies with an incidental power of borrowing as such to a reasonable amount. A building society, on the other hand, has no inherent power of borrowing (though a limited statutory power was conferred on such societies by the Building Societies Act 1874); nor has a society formed not for gain but to promote art, science, religion, charity or any other useful object. Public companies formed to carry out some undertaking of public utility, such as docks, water works, or gas works, andgoverned by the Companies Clauses Acts, have only limited powers of borrowing.

An implied power of borrowing, even when it attaches, is too inconvenient to be relied on in practice, and an express power is always now inserted in a joint stock company’s memorandum of association. This power is in the most general terms. It is left to the articles to define the amount to be borrowed, the nature of the security, and the conditions, if any,—such as the sanction of a general meeting of shareholders,—on which the power is to be exercised. Under the Companies Act 1908, § 87, a company cannot exercise any borrowing power until it has fulfilled the conditions prescribed by the act entitling it to commence business: one of which is that the company must have obtained its “minimum subscription.” A person who is proposing to lend money to a company must be careful to acquaint himself with any statutory regulations of this kind, and also to see (1) that the memorandum and articles of association authorize borrowing, and (2) that the borrowing limit is not being exceeded, for if it should turn out that the borrowing was in excess of the company’s powers andultra vires, the company cannot be bound, and the borrower’s only remedy is against the directors for breach of warranty of authority, or to be surrogated to the rights of any creditors who may have been paid out of the borrowed moneys.

A company proposing to borrow usually issues a prospectus, similar to the ordinary share prospectus, stating the amount of the issue, the dates for payment, the particulars of the property to be comprised in the security, the terms as to redemption, and so on, and inviting the public to subscribe. Underwriting is also resorted to, as in the case of shares, to ensure that the issue is taken up. There is no objection to a company issuing debentures or debenture stock at a discount, as there is to its issuing its shares at a discount. It must borrow on the best terms its credit will enable it to obtain. A prospectus inviting subscriptions for debentures or debenture stock comes within the terms of the Directors’ Liability Act 1890 (re-enacted in Companies Act 1908, § 84), and persons who are parties to it have the onus cast upon them, should the prospectus contain any misstatements, of showing that, at the time when they issued the prospectus, they had reasonable grounds to believe, and did in fact believe, that the statements in question were true; otherwise they will be liable to pay compensation to any person injured by the misstatements. A debenture prospectus is also within the terms of the Companies Act 1908. It must be filed with the registrar of joint stock companies (§ 80) and must contain all the particulars specified in § 81 of the act. (SeeCompany.)

The usual mode of borrowing by a company is either on debentures or debenture stock. Etymologically, debenture is merely the Latin worddebentur,—The first word in a document in common use by the crown in early times admitting indebtedness to its servants or soldiers. This was the germ of a security which has now, with the expansion of joint stock company enterprise, grown into an instrument of considerable complexity.

Debentures may be classified in various ways. From the point of view of the security they are either (1) debentures (simply); (2) mortgage debentures; (3) debenture bonds. In the debenture the security is a floating charge. In the mortgage debenture there is also a floating charge, but the property forming the principal part of the security is conveyed by the company to trustees under a trust deed for the benefit of the debenture-holders. In the debenture bond there is no security proper: only the covenant for payment by the company. For purposes of title and transfer, debentures are either “registered” or “to bearer.” For purposes of payment they are either “terminable” or “perpetual” (see Companies Act 1908, § 103).

The Floating Debenture.—The form of debenture chiefly in use at the present day is that secured by a floating charge. By it the company covenants to pay to the holder thereof the sum secured by the debenture on a specified day (usually ten or fifteen years after the date of issue), or at such earlier date as the principal moneys become due under the provisions of the security, and in the meantime the company covenants to pay interest on the principal moneys until payment, or until the security becomes enforceable under the conditions; and the company further charges its undertaking and all its property, including its uncalled capital, with the payment of the amount secured by the debentures. Uncalled capital if included must be expressly mentioned, because the word “property” by itself will not cover uncalled capital which is only property potentially,i.e.when called up. This is the body of the instrument; on its back is endorsed a series of conditions, constituting the terms on which the debenture is issued. Thus the debenture-holders are to rankpari passuwith one another against the security; the debenture is to be transferable free from equities between the company and the original holder; the charge is to be a floating charge, and the debenture-holders’ moneys are to become immediately repayable and the charges enforceable in certain events: for instance, if the interest is in arrear for (say) two or three months, or if a winding-up order is made against the company, or a resolution for winding-up is passed. Other events indicative of insolvency are sometimes added in which payment is to be accelerated. The conditions also provide for the mode and form of transfer of the debentures, the death or bankruptcy of the holder, the place of payment, &c. The most characteristic feature of the security—the floating charge—grew naturally out of a charge on a company’s undertaking as a going concern. Such a charge could only be made practicable by leaving the company free to deal with and dispose of its property in the ordinary course of its business—to sell, mortgage, lease, and exchange it as if no charge existed: and this is how the security works. The debenture-holders give the directors an implied licence to deal with and dispose of the property comprised in the security until the happening of any of the events upon which the debenture-holders’ money becomes under the debenture conditions immediately repayable. Pending this the charge is dormant. The licence extends, however, only to dealings inthe ordinary course of business. Payment by a company of its just debts is always in the ordinary course of business, but satisfaction by execution leviedin invitumis not. This floating form of security is found very convenient both to the borrowing company and to the lender. The company is not embarrassed by the charge, while the lender has a security covering the whole assets for the time being, and can intervene at any moment by obtaining a receiver if his security is imperilled, even though none of the events in which the principal moneys are made payable have happened. If any of them has happened, for instance default in payment of interest, or a resolution by the company to wind up, the payment of the principal moneys is accelerated, and a debenture-holder can at once commence an action to obtain payment and to realize his security. At times a proviso is inserted in the conditions endorsed on the debenture, that the company is not to create any mortgage or charge ranking in priority to orpari passuwith that contained in the debentures. Very nice questions of priority have arisen under such a clause. A floating charge created by a company within three months of its being wound up will now be invalid under § 12 of the Companies Act 1908 unless the company is shown to have been solvent at the time, but there is a saving clause for cash paid under the security and interest at 5%.

Trust Deeds.—When the amount borrowed by a company is large, the company commonly executes a trust deed by way of further security. The object of such a trust deed is twofold: (1) it conveys specific property to the trustees of the deed by way of legal mortgage (the charge contained in the debentures is only an equitable security), and it further charges all the remaining assets in favour of the debenture-holders, with appropriate provisions for enabling them, in certain events similar to those expressed in the debenture conditions, to enforce the security, and for that purpose to enter into possession and carry on the business, or to sell it and distribute the proceeds; (2) it organizes the debenture-holders and constitutes in the trustees of the deed a body of experienced business men who can watch over the interests of the debenture-holders and take steps for their protection if necessary. In particular it provides machinery for the calling of meetings of debenture-holders by the trustees,and empowers a majority of (say) two-thirds or three-fourths in number and value at such meeting to bind the rest to any compromise or arrangement with the company which such majorities may deem beneficial. This is found a very useful power, and may save recourse to a scheme or arrangement first sanctioned under the machinery of the Joint Stock Companies Arrangement Act 1870 (Companies Act 1908, § 120).

Registration of Mortgages and Charges.—A company is bound, under the Companies Act 1862, to keep a register of mortgages and charges, but the register is only open for the inspection of persons who have actually become creditors of the company, not of persons who may be thinking of giving it credit, and the legislature recognizing its inadequacy provided in the Companies Act 1900 (§ 4 of act of 1908) for a public register at Somerset House of all mortgages and charges of certain specified classes by a company. If not registered within twenty-one days from their creation such mortgages and charges are made void—so far as they are securities—against the liquidator and any creditor of the company, but the debenture-holders retain the rights of unsecured creditors. An extension of the time for registering may be granted by the court, but it will only be without prejudice to the rights of third persons acquired before actual registration. These provisions for registration as amended are contained in the Companies Act 1908 (§ 93).

Debentures Registered and to Bearer.—Debentures are, for purposes of title and transfer, of two kinds—(1) registered debentures, and (2) debentures to bearer. Registered debentures are transferable only in the books of the company. Debentures to bearer are negotiable instruments and pass by delivery. Coupons for interest are attached. Sometimes debentures to bearer are made exchangeable for registered debentures and vice versa.

Redemption.—A company generally reserves to itself a right of redeeming the security before the date fixed by the debenture for repayment; and accordingly a power for that purpose is commonly inserted in the conditions. But as debenture-holders, who have got a satisfactory security, do not wish to be paid off, the right of redemption is often qualified so as not to arise till (say) five years after issue, and a premium of 5% is made payable by way of bonus to the redeemed debenture-holder. Sometimes the number of debentures to be redeemed each year is limited. The selection is made by drawings held in the presence of the directors. A sinking fund is a convenient means frequently resorted to for redemption of a debenture debt, and is especially suitable where the security is of a wasting character, leaseholds, mining property or a patent. Such a fund is formed by the company setting apart a certain sum each year out of the profits of the company after payment of interest on the debentures. Redeemed debentures may in certain cases be reissued; see Companies Act 1908 (§ 104).

Debenture Stock.—Debenture stock bears the same relation to debentures that stock does to shares. “Debenture stock,” as Lord Lindley states (Companies, 5th ed., 195), “is merely borrowed capital consolidated into one mass for the sake of convenience. Instead of each lender having a separate bond or mortgage, he has a certificate entitling him to a certain sum, being a portion of one large loan.” This sum is not uniform, as in the case of debentures, but variable. One debenture-stockholder, for instance, may hold £20 of the debenture stock, another £20,000. Debenture stock is usually issued in multiples of £10 or sometimes of £1, and is made transferable in sums of any amount not involving a fraction of £1. It is this divisibility of stock, whether debenture or ordinary stock, into quantities of any amount, which constitutes in fact its chief characteristic, and its convenience from a business point of view. It facilitates dealing with the stock, and also enables investors with only a small amount to invest to become stockholders. The property comprised in this security is generally the same as in the case of debentures. Debenture stock created by trading companies differs in various particulars from debenture stock created by public companies governed by the Companies Clauses Act. The debenture stock of trading companies is created by a contract made between the company and trustees for the debenture-stockholders. This contract is known as a debenture-stockholders’ trust deed, and is analogous in its provisions to the trust deed above described as used to secure debentures. By such a deed the company acknowledges its indebtedness to the trustees, as representing the debenture-stockholders, to the amount of the sum advanced, covenants to pay it, and conveys the property by way of security to the trustees with all the requisite powers and provisions for enabling them to enforce the security on default in payment of interest by the company or on the happening of certain specified events evidencing insolvency. The company further, in pursuance of the contract, enters the names of the subsisting stockholders in a register, and issues certificates for the amount of their respective holdings. These certificates have, like debentures, the conditions of the security indorsed on their back. Debenture stock is also issued to bearer. A deed securing debenture stock requires anad valoremstamp.

Debenture Scrip.—Debentures and debenture stock are usually made payable in instalments, for example 10% on application, 10% on allotment and the remainder at intervals of a few months. Until these payments are complete the securities are not issued, but to enable the subscriber to deal with his security pending completion the company issues to him an interim scrip certificate acknowledging his title and exchangeable on payment of the remaining instalments for debentures or debenture stock certificates. If a subscriber for debentures made default in payment the company could not compel him specifically to perform his contract, the theory of law being that the company could get the loan elsewhere, but this inconvenience is now removed (see § 105 of the Companies Act 1908).

Remedies.—When debenture-holders’ security becomes enforceable there are a variety of remedies open to them. These fall into two classes—(1) remedies available without the aid of the court; (2) remedies available only with the aid of the court.

1. If there is a trust deed, the trustees may appoint a receiver of the property comprised in the security, and they may also sell under the powers contained in the deed, or under § 25 of the Conveyancing Act 1881. Sometimes, where there is no trust deed, similar powers—to appoint a receiver and to sell—are inserted in the conditions indorsed on the debentures.

2. The remedies with the aid of the court are—(a) an action by one or more debenture-holders on behalf of all for a receiver and to realize the security; (b) an originating summons for sale or other relief, under Rules of Supreme Court, 1883, O. lv. r. 5A; (c) an action for foreclosure where the security is deficient (all the debenture-holders must be parties to this proceeding); (d) a winding-up petition. Of these modes of proceeding, the first is by far the most common and most convenient. Immediately on the issue of the writ in the action the plaintiff applies for the appointment of a receiver to protect the security, or if the security comprises a going business, a receiverand manager. In due course the action comes on for judgment, usually on agreed minutes, when the court directs accounts and inquiries as to who are the holders of the debentures, what is due to them, what property is comprised in the security, and gives leave to any of the parties to apply in chambers for a sale. If the company has gone into liquidation, leave must be obtained to commence or continue the action, but such leave in the case of debenture-holders isex debito justitiae. A debenture-holder action when the company is in winding up is always now transferred to the judge having the control of the winding-up proceedings. The administration of a company’s assets in such actions by debenture-holders (debenture-holders’ liquidations, as they are called) has of late encroached very much on the ordinary administration of winding up, and it cannot be denied that great hardship is often inflicted by the floating security on the company’s unsecured creditors, who find that everything belonging to the company, uncalled capital included, has been pledged to the debenture-holders. The conventional answer is that such creditors might and ought to have inspected the company’s register of mortgages and charges. The matter was fully considered by the departmental board of trade committee which reported in July 1906,but the committee, looking at the business convenience of the floating charge, saw no reason for recommending an alteration in the law.

Reconstruction.—When a company reconstructs, as it often does in these days, the rights of debenture-holders have to be provided for. Reconstructions are mainly of two kinds—(1) by arrangement, under the Joint Stock Companies Arrangement Act 1870, amended in 1900 and 1907, incorporated in act of 1908 (§ 120), and (2) by sale and transfer of assets, either under § 192 of the act of 1908, or under a power in the company’s memorandum of association. By the procedure provided under (1) a petition for the sanction of the court to a scheme is presented, and the court thereupon directs meetings of creditors, including debenture-holders, to be held. A three-fourths majority in value of debenture-holders present at the meeting in person or by proxy binds the rest. Debenture-holders claiming to vote must produce their debentures at or before the meeting. Under the other mode of reconstruction—sale and transfer of assets—there is usually a novation, and the debenture-holders accept the security of the new company in the shape of debentures of equivalent value or—occasionally—of fully paid preference shares.

A point in this connexion, which involves some hardship to debenture-holders, may here be adverted to. It is a not uncommon practice for a solvent company to pass a resolution to wind up voluntarily for the purpose of reconstructing. The effect of this is to accelerate payment of the security, and the debenture-holders have to accept their principal and interest only, parting with a good security and perhaps a premium which would have accrued to them in a year or two. The company is thus enabled by its own act to redeem the reluctant debenture-holder on terms most advantageous to itself. To obviate this hardship, it is now a usual thing in a debenture-holders’ trust deed to provide—the committee of the London Stock Exchange indeed require it—that a premium shall be paid to the debenture-holders in the event of the security becoming enforceable by a voluntary winding up with a view to reconstruction.

Public Companies.—Public companies,i.e.companies incorporated by special act of parliament for carrying on undertakings of public utility, form a class distinct from trading companies. The borrowing powers of these companies, the form of their debenture or debenture stock, and the rights of the debenture-holders or debenture-stockholders, depend on the conjoint operation of the companies’ own special act and the Companies Clauses Acts 1845, 1863 and 1869. The provisions of these acts as to borrowing, being express, exclude any implicit power of borrowing. The first two of the above acts relate to mortgages and bonds, the last to debenture stock. The policy of the legislature in all these acts is the same, namely, to give the greatest facilities for borrowing, and at the same time to take care that undertakings of public utility which have received legislative sanction shall not be broken up or destroyed, as they would be if the mortgagees or debenture-holders were allowed the ordinary rights of mortgagees for realizing their security by seizure and sale. Hence the legislature has given them only “the fruit of the tree,” as Lord Cairns expressed it. The debenture-holders or the debenture-stockholders may take the earnings of the company’s undertaking by obtaining the appointment of a receiver, but that is all they can do. They cannot sell the undertaking or disorganize it by levying execution, so long as the company is a going concern; but this protecting principle of public policy will not be a bar to a debenture-holder, in his character of creditor, presenting a petition to wind up the company, if it is no longer able to fulfil its statutory objects. Railway companies have further special legislation, which will be found in the Railway Companies Powers Act 1864, the Railways Construction Facilities Act 1864 and the Railway Securities Act 1866.

Municipal Corporations and County Councils.—These bodies are authorized to borrow for their proper purposes on debentures and debenture stock with the sanction of the Local Government Board. See the Municipal Corporations Act 1882, the Local Authorities’ Loans Act 1875, and the Local Government (England and Wales) Act 1888.

United States.—In the United States there are two meanings of debenture—(1) a bond not secured by mortgage; (2) a certificate that the United States is indebted to a certain person or his assigns in a certain sum on an audited account, or that it will refund a certain sum paid for duties on imported goods, in case they are subsequently exported.

Authorities.—E. Manson,Debentures and Debenture Stock(London, 2nd ed., 1908); Simonson,Debentures and Debenture Stock(London, 2nd ed., 1902); Palmer,Company Precedents(Debentures) (3rd ed., London, 1907).

(E. Ma.)

DEBORAH(Heb. for “bee”), the Israelite heroine in the Bible through whose encouragement the Hebrews defeated the Canaanites under Sisera. The account is preserved in Judges iv.-v., and the ode of victory (chap. v.), known as the “Song of Deborah,” is held to be one of the oldest surviving specimens of Hebrew literature. Although the text of thisTe Deumhas suffered (especially in vv. 8-15) its value is without an equal for its historical contents. It is not certain that the poem was actually composed by Deborah (v. 1); ver. 7, which can be rendered “untilthoudidst arise, O Deborah,” is indecisive. The poem consists of a series of rapidly shifting scenes; the words are often obscure, but the general drift of the whole can be easily followed. After the exordium, the writer describes the approach of Yahweh from his seats in Seir and Edom in the south to the help of his people—the language is reminiscent of Ps. lxviii. 7 sqq., Hab. iii. 3 seq. 12 seq. In the days of Shamgar the son of Anath the land had been insecure, the people were disarmed, and neither shield nor spear was to be seen among their forty thousand (cf. 1 Sam. xiii. 19-22, and for the number Josh. iv. 13). Then follows, apparently, a summons to magnify Yahweh. After an apostrophe to Deborah and Barak, the son of Abinoam, the meeting of the clans is vividly portrayed. Ephraim, with Benjamin behind him (for the wording, cf. Hos. v. 8), Machir (here the tribe of Manasseh) and Zebulun, Issachar and Naphtali, pour down into the valley of the Kishon. Not all the tribes were represented. Reuben was wavering, Gilead (i.e.Gad) remained beyond the Jordan, and Dan’s interests were apparently with the sea-going Phoenicians (seeDan); their conduct is contrasted with the reckless bravery of Zebulun and Naphtali. Judah is nowhere mentioned; it lay outside the confederation. The Canaanite kings unite at Taanach by Megiddo, an ancient battlefield probably to be identified with Lejjūn. The heavens joined the fight against Sisera (cf. the appeal in Josh. x. 12 seq.), a storm rages, and the enemy are swept away in the flood. Meroz, presumably on the line of flight, is bitterly cursed for its inaction: “they came not to the help of Yahweh.” In vivid contrast to this is the conduct of one of the Kenites: “blessed of all women is Jael, of all the nomad women is she blessed.” The poem recounts how the fleeing king craves water, she gives him milk, and (as he drinks) she fells him (perhaps with a tent-peg); “at her feet he sank down, he fell, he lay, where he sank he lay overcome.” The last scene paints the mother of Sisera impatiently awaiting the king. Her attendants confidently picture him dividing the booty—a maiden or two for each man, and richly embroidered cloth for himself. With inimitable strength the poet suddenly drops the curtain—“so perish thine enemies, all of them, Yahweh! But let them that love him be as the sun when it rises in its might.”

The historical background of this great event is unknown. The Israelite confederation consists of central Palestine with the (east-Jordanic) Machir, and the northern tribes with the exception of Dan and Asher. This has suggested to some an invasion from the coast, or from the north by way of the coast, since had Dan and Asher fallen into the hands of the enemy, this would probably have been referred to in some way. Sisera is scarcely a Semitic name; a “Hittite” origin has been suggested.1Shamgar son of Anath seems equally foreign; the latter is the name of a Syrian goddess and the former recalls Sangara, a Hittite chief of Carchemish in the 9th century. The context suggests thatShamgar is a foreign oppressor (ver. 6), but he appears to have been converted subsequently into one of the “judges” of Israel (iii. 31), perhaps with the idea of bringing their total up to twelve.

The prose version (iv.) contains new and conflicting details. Deborah, whose home is placed under “Deborah’s palm” between Ramah and Bethel, summons Barak from Kadesh-Naphtali to collect Naphtali and Zebulun, 10,000 strong, and to meet Sisera (who is here the general of a certain Jabin, king of Hazor) at Mt. Tabor. But Sisera marches south to Kishon, and after his defeat flees north through Israelite territory, past Hazor to the neighbourhood of Kadesh. His death, moreover, is differently described (iv. 21, v. 25-27), and Jael “who with inhospitable guile smote Sisera sleeping” (Milton) is guilty of an act which has possibly originated from a misunderstanding of the poem. In the prose narrative Jabin has nothing to do with the fight, whereas in Josh. xi. he is at the head of an alliance of north Canaanite kings who were defeated by Joshua at the waters of Merom. It would seem that certain elements which are inconsistent with the representation in Judg. v. belonged originally to the other battle. Kadesh, for example, might be a natural meeting-place for an attack upon Hazor, and the designation “Jabin’s general,” applied to Sisera, is probably due to the attempt to harmonize the two distinct stories. Moreover, Deborah, who is associated with the tribe of Issachar (v. 15), appears to have been confused with Rebekah’s nurse, whose tomb lay near Bethel (Gen. xxxv. 5). Some more northerly place seems to be required, and it has been pointed out that the name corresponds with Daberath (modern Dabūrīyeh) at the foot of Tabor, on the border of Zebulun and Issachar. At all events, to represent her as a prophetess, judging the people of Israel (iv. 4 seq.), ill accords with both the older account (v.) and the general situation reflected in the earlier narratives in the book of Judges.

For fuller details see G. A. Cooke,History and Song of Deborah(1892), the commentaries on Judges and the histories of Israel. Cheyne,Critica Biblica, pp. 446-464, offers many new textual emendations. Paton (Syria and Palestine, p. 158 sqq.) suggests that the battle was against the Hittites (Sisera, a successor of Shamgar). See also L. W. Batten, Journ. Bibl. Lit.(1905) pp. 31-40 (who regards Judg. v. and Josh. xi. as duplicates); Winckler,Gesch. Israels, ii. 125-155;Keilinschr. u. d. Alte Test.(3) p. 218; and Ed. Meyer,Israeliten, pp. 272 sqq., 487 sqq.

(S. A. C.)

1The term “Hittite” is here used as a loose but convenient designation for closely related groups of N. Syria; seeHittites.

DEBRECZEN,a town of Hungary, capital of the county of Hajdu, 138 m. E. of Budapest by rail. Pop. (1900) 72,351. It is the principal Protestant centre in Hungary, and bears the name of “Calvinistic Rome.” Debreczen is one of the largest towns of Hungary, and is situated in the midst of a sandy but fertile plain. It consists of the inner old town, and several suburbs, which stretch out irregularly into the plain. The walls of the old town have given place to a broad boulevard and several open commons, beautifully laid out. The most prominent of its public buildings is the principal Protestant church, built at the beginning of the 19th century, which ranks as the largest in the country, but has no great architectural pretensions. In its immediate neighbourhood is the Protestant Collegium, for theology and law, which is one of the most frequented institutions of its kind in Hungary, being attended by over two thousand students. This college was founded in 1531, and possesses a rich library and other scientific collections. The town hall, the Franciscan church, the Piarist monastery and college, and the theatre are also worthy of mention. Amongst its educational establishments it includes an agricultural academy. The industries of the town are various, but none is of importance enough to give it the character of a manufacturing centre. Its tobacco-pipes, sausages and soap are widely known. It carries on an active trade in cattle, horses, corn and honey, while four well-attended fairs are held annually. The municipality of Debreczen owns between three hundred and four hundred square miles of the adjoining country, which possesses all the characteristics of the Hungarianpuszta, and on which roam large herds of cattle.

The town is of considerable antiquity, but owes its development to the refugees who flocked from the villages plundered by the Turks in the 15th century. In 1552 it adopted the Protestant faith, and it had to suffer in consequence, especially when it was captured in 1686 by the imperial forces. In 1693 it was made a royal free city. In 1848-1849 it formed a refuge for the national government and legislature when Budapest fell into the hands of the Austrians; and it was in the great Calvinist church that, on Kossuth’s motion (April 14th, 1849) the resolution was passed declaring the house of Habsburg to have forfeited the crown of St Stephen. On the 3rd of July the town was captured by the Russians.

DEBT(Lat.debitum, a thing owed), a definite sum due by one person to another. It may be created by contract, by statute or by judgment. Putting aside those created by statute, recoverable by civil process, debts may be divided into three classes, (1) judgment debts, (2) specialty debts, and (3) simple contract debts. As to judgment debts, it is sufficient to say that, when by the judgment of a court of competent jurisdiction an order is made that a sum of money be paid by one of two parties to another, such a debt is not only enforceable by process of court, but it can be sued upon as if it were an ordinary debt. A specialty debt is created by deed or instrument under seal. Until 1869 specialty debts had preference under English law over simple contract debts in the event of the bankruptcy or death of the debtor, but this was abolished by the Administration of Estates Act of that year. The main difference now is that a specialty debt may, in general, be created without consideration, as for example by a bond (a gratuitous promise under seal), and that a right of action arising out of a specialty debt is not barred if exercised any time within twenty years, whereas a right of action arising out of a simple contract debt is barred unless exercised within six years. (SeeLimitation, Statutes of.) Any other debt than a judgment or specialty debt, whether evidenced by writing or not, is a simple contract debt. There are also certain liabilities or debts which, for the convenience of the remedy, have been made to appear as though they sprang from contract, and are sometimes termed quasi-contracts. Such would be an admission by one who is in account with another that there is a balance due from him. Such an admission implies a promise to pay when requested and creates an actionable liabilityex contractu. Or, when one person is compelled by law to discharge the legal liabilities of another, he becomes the creditor of the person for the money so paid. Again, where a person has received money under circumstances which disentitle him to retain it, such as receiving payment of an account twice over, it can generally be recovered as a debt.

At English common law debts and other choses in action were not assignable (seeChose), but by the Judicature Act 1873 any absolute assignment of any debt or other legal chose in action, of which express notice in writing is given to the debtor, trustee or other person from whom the assignor would have been entitled to receive or claim such debt, is effectual in law. Debts do not, as a general rule, carry interest, but such an obligation may arise either by agreement or by mercantile usage or by statute. The discharge of a debt may take place either by payment of the amount due, by accord and satisfaction,i.e.acceptance of something else in discharge of the liability, by set-off (q.v.), by release or under the law of bankruptcy (q.v.). It is the duty of a debtor to pay a debt without waiting for any demand, and, unless there is a place fixed on either by custom or agreement, he must seek out his creditor for the purpose of paying him unless he is “beyond the seas.” Payment by a third person to the creditor is no discharge of a debt, as a general rule, unless the debtor subsequently ratifies the payment. When a debtor tenders the amount due to his creditor and the creditor refuses to accept, the debt is not discharged, but if the debtor is subsequently sued for the debt and continues willing and ready to pay, and pays the amount tendered into court, he can recover his costs in the action. A creditor is not bound to give change to the debtor, whose duty it is to make tender in lawful money the whole amount due, or more, without asking for change. (SeePayment.) A debtor takes the risk if he makes payment through the post, unless the creditor has requested or authorized that mode ofpayment. The payment of a debt is sometimes secured by one person, called a surety, who makes himself collaterally liable for the debt of the principal. (SeeGuarantee.) The ordinary method of enforcing a debt is by action. Where the debt does not exceed £100 the simplest procedure for its recovery is that of the county court, but if the debt exceeds £100 the creditor must proceed in the high court, unless the cause of action has arisen within the jurisdiction of certain inferior courts, such as the mayor’s court of London, the Liverpool court of passage, &c. When judgment has been obtained it may be enforced either by process (under certain conditions) against the person of the debtor, by an execution against the debtor’s property, or, with the assistance of the court, by attaching any debt owed to the debtor by a third person. Where a debtor has committed any act of bankruptcy a creditor or creditors whose aggregate claims are not less than £50 may proceed against him in bankruptcy (q.v.). Where the debtor is a company or corporation registered under the companies acts, the creditor may petition to have it wound up. (SeeCompany.)

Imprisonment for debt, the evils of which have been so graphically described by Dickens, was abolished in England by the Debtors Act 1869, except in cases of default of payment of penalties, default by trustees or solicitors and certain other cases. But in cases where a debt or instalment is in arrear and it is proved to the satisfaction of the court that the person making default either has or has had since the date of the order or judgment the means to pay the sum in respect of which he has made default and has refused or neglected to pay, he may be committed to prison at the discretion of the judge for a period of not more than forty-two days. In practice, a period of twenty-one days is usually the maximum period ordered. Such an imprisonment does not operate as a satisfaction or extinguishment of the debt, and no second order of commitment can be made against him for the same debt, although where the court has made an order or judgment for the payment of the debt by instalments a power of committal arises on default of payment of each instalment. In Ireland imprisonment for debt was abolished by the Debtors Act (Ireland) 1872, and in Scotland by the Debtors (Scotland) Act 1880. In France it was abolished in 1867, in Belgium in 1871, in Switzerland and Norway in 1874, and in Italy in 1877. In the United States imprisonment for debt was universal under the common law, but it has been abolished in every state, except in certain cases, as where there is any suspicion of fraud or where the debtor has an intention of removing out of the state to avoid his debts. (See alsoContract;Bankruptcy.)

DEBUSSY, CLAUDE ACHILLE(1862- ), French composer, was born at St Germain-en-Laye on the 22nd of August 1862, and educated at the Paris Conservatoire under Marmontel, Lavignac, Massenet and Guiraud. There between 1874 and 1884 he gained many prizes for solfège, pianoforte playing, accompanying, counterpoint and fugue, and, in the last-named year, the coveted Grand Prix de Rome by means of his cantataL’Enfant prodigue. In this composition already were thought to be noticeable the germs of unusual and “new” talent, though in the light of later developments it is not very easy to discern them, for then Debussy had not come under the influence which ultimately turned his mind to the system he afterwards used, not only with peculiar distinction but also with particular individual and complete success. Nevertheless, the mind had clearly been prepared by nature for the reception of this influence when it should arise; for, in order to fulfil that condition of the Prix de Rome which entails the submitting periodically of compositions to the judges, Debussy sent to them his symphonic suitePrintemps, to which the judges took exception on the ground of its formlessness. Following in the wake ofPrintempscameLa damoiselle éluefor solo, female voice and orchestra—a setting of a French version of Rossetti’s “The Blessed Damosel”—which in the eyes of the judges was even more unorthodox than its predecessor, though, be it said, fault was found as much with the libretto as with the music. Both works were denied the customary public performance.

The Rome period over, Debussy returned to Paris, whence shortly he went to Russia, where he came directly under the influence referred to above. In Russia he absorbed the native music, especially that of Moussorgsky, who, recently dead, had left behind him the reputation of a “musical nihilist,” and on his return to Paris Debussy devoted himself to composition, the stream of his muse being even in 1908 as fluent as twenty years before. To him public recognition was slow in coming, but in 1893 the Société Nationale de Musique performed hisDamoiselle élue, in 1894 the Ysaye Quartet introduced the string quartet, while in the same year thePrélude à l’après-midi d’un Faunewas heard, and brought Debussy’s name into some prominence. As time passed the prominence grew, until the climax of Debussy’s creative career was reached by the production at the Opéra Comique on the 30th of April 1902 of his masterpiecePelléas et Mélisande. Herein lay the whole strength of Debussy’s system, the perfection of his appeal to the mind and imagination as well as to the emotions and senses. Since its production the world has been enriched byLa Mer, and by theAriettes oubliées, but the lyric drama remains on its own lofty pedestal, a monument of elusive and subtle beauty, of emphatic originality and of charm. In an Apologia Debussy has declared that in composingPelléashe “wanted to dispense with parasitic musical phrases. Melody is, if I may say so, almost anti-lyric, and powerless to express the constant change of emotion or life. Melody is suitable only for the chanson, which confirms a fixed sentiment. I have never been willing that my music should hinder, through technical exigencies, the change of sentiment and passion felt by my characters. It is effaced as soon as it is necessary that these should have perfect liberty in their gestures or in their cries, in their joy, or in their sorrow.”

The list of Debussy’s works is a lengthy one. Several of them have been referred to already. Among the others, of which the complete list is too long to print here, are the dances for chromatic harp or pianoforte;Images; incidental music toKing Lear; thePetite Suite;Trois Nocturnes; innumerable songs, asProses Lyriques(text by Debussy); two series of Verlaine’sFêtes galantes;Cinq Poèmes de Baudelaire; many pianoforte pieces.

In 1891 Debussy was appointed critic of theRevue Blanche. In his first notice he expressed his faith thus: “I shall endeavour to trace in a musical work the many different emotions which have helped to give it birth, also to demonstrate its inner life. This, surely, will be accounted of greater interest than the game which consists in dissecting it as if it were a curious timepiece.”

As to the theories, so much debated, of this remarkable musician—probably in the whole range of musical history there has not appeared a more difficult theorist to “place.” Unquestionably Debussy has introduced a new system of colour into music, which has begun already to exert widespread influence. Roughly, Debussy’s system may be summarized thus:

His scale basis is of six whole tones (enharmonic), as (1) middle C, D, E, G♭, A♭, B♭, which are of excellent sound when superimposed in the form of two augmented unrelated triads.

used frequently incomplete (i.e.by the omission of one note) by Debussy.

Now, upon the basis of an augmented triad a tune may be played above it provided that it be based upon the six-tone scale, and a fugue may be written, the re-entry of the subject of which may be made upon any note of the scale, and the harmony will be complete. To associate this scale with the ordinary diatonic scale let a major 9th be taken,e.g.: one may conventionally flatten or sharpen the fifth of this (A becoming ♯ or ♭ as desired): ifboththe flattened and sharpened fifths be taken in the one chord this chord is arrived at:

which is composed of the notes of the aforesaid scale (1), and Debussy thereby proves his case to belong to the “primitifs.” It will be noticed that chords of the 9th in sequence and in all forms occur in Debussy’s music as well as the augmented triad harmonics, where the melodic line is based on the tonal scale. This, in all likelihood, is the outcome of Debussy’s instinctive feeling for the association of his so-called discovery with the ordinary scale. The “secret,” it may be added, comes not from Annamese music as has been frequently stated, but probably from Russia, where certainly it was used before Debussy’s rise.

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