Page
Otober 16, 1905.]
CHINA OVERLAND TRADE REPORT.
of the plaintiff company be employed in the of Association) I would propose you for for this business of the plaintiff company.
seat and this would entitle you to £100 yearly 2.-Damages.
Director's fee. I would further promise that you should have the opportunity of holding up
3.-Costs of this action.
4-Such further or other relief as to this to £2,500 at par in the stock of D. and Co., L.
Court seems just.
RE-AMENDED ANSWER.
Mr. Ellis said that the re-amended answer to the plaintiff's amended petition read 88 follows:
The re-amended answer of the above named defendant to the amended petition of the above named plaintiffs shows as follows:-
1.-Defendant admits the allegations con- tained in paragraphs 1, 3, 5, 6 and 7 of the amended petition.
2.-As to paragraph 2 of the amended petition the defendant says that up to the 14th June, 1905, he was carrying on business as a merchant at Foocbow, in the Empire of China.
3.As to paragraph 3A of the amended petition the defendant admits that the sum of £1,000 sterling was paid to him by the plaintiffs but says that such payment was made subject to certain stipul tions ent red into between the plaintiffs and the defendant. Subsequently to the above payment the plaintiffs demanded the repayment by the defendant of the said sum of £1,000 sterling and he, the defendant, agreed to repay the same.
4.As to paragraph 4 of the amended petition the defendant admits the allegations (inter alia) set forth therein.
And in further answer to the amended petition the defendant says :—
(1)-That the agreement entered into between the plaintiffs and the defendant is an agreement which imposes an unreasonable restraint of trade and is opposed to public policy and there- före void.
Your defendant therefore prays :— (1)-That the amended petition of the plain- tiffs be dismissed.
(2)-That the plaintiffs be ordered to pay to the defendant such damages as may be found payable at the trial of this action.
(3)-That the plaintiffs may be ordered to pay the costs of this action.
(4)-That the defendant may have such fur- ther or other relief as the nature of the case may require.
❘
I cannot at the present moment go into the details of winding up D. C. & Co. and taking over of agreements with staff, leases etc., etc., but can simply assure you that all such matters should be treated fairly and reasonably and that I would give personal attention to such matters.
Make up some telegraph cyphers as speedily as you can for use between us privately.-Yours very truly,
GEO. B. DODWELL.
E. J. Moss Esq. (cf Foochow).
Present. "B"
Personal.
[Copy]
Foochow, 7th February, 1905. My Dear Moss.-Your own position. It is very painful for me to have to write regarding such a matter, but I should not be doing my duty to myself, as well as to the shareholders in D. & Co., Ld., if I did not take this up with you, and endeavour to arrive at some arrange. ment which might be as satisfactory as it was possible to arrange under the present conditions. Your indebtedness at the present moment, as far as it is known to me, stands as follows:- You owe D., C. & Co. for profits
drawn in advance of realisation And there is standing at your debit on account of your half share of loss in D. C. & Co.'
44
(This amount is owing to D. & Co., Ld., and is allowed to remain in this shape, because it is guaranteed by me).
Then, there is a sum of £1,000, say $10,000, which is owing to D. & Co., Ld., under the terms of your letter. given to them at the time the business of D., C. & Co. was taken over by D. & Co., Ld.
J
So that your total indebtedness amounts to
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261
£250 I have indicated above as a yearly repay ment will not be acceptable to them. I may mention that I have not consulted anyone of the shareholders, not even Carlill, about this matter, and that in my opinion it will need all my influence and persuasiveness to get the other directors in the Limited Company to agree to what I have proposed.
Then in addition to this repayment to Dodwell & Co, Ld., I consider that the interest on the amount that you owe on account of your half share in Dodwell, Carlill & Co. which at 5 per cent per annum would amount to $2,780 should be remitted by you in monthly instal- ments to Hongkong." It is my hope that if you carry out my wishes as indicated above, and work well and intelligently for the Limited Company, to endeavour to treat these payments of interest as payments of principal, but I am sorry to say that at the present moment, in consequence of the awful losses I have person- ally suffered over the working of the Saw Mill's, and of D., C. & Co. I am not able to definitely make a promise to this effect.
know that in recommending the foregoing it will mean that nearly half of the salary you receive from the Limited Compray will be swallowed up in repaying your debts, but I do not think you should look upon this as a hard- ship, as, if you are determined to carry out what you have so plainly stated to me, viz., that you want to repay your indebtedness; and to prove that my trust in you has not been mis- placed, you will not hesitate to exercise the requisite self-denial and reduce you personal 54631. expenses, so that you will be able to carry out
my wishes.
$ 8,000.
10,000.
...$72,631.00 The only assets that I am aware of are some sbares in Farnhams and the Langkat Company, against which you have an overdraft with the Chartered Bank for just about their present value. There is further your house and the land, and as regards this you have given me a letter stating that you will transfer this property to me whenever I so require
Mr. Ellis said the following were the particulars as to the stipulations referred to in paragraph 3 of the re-amended answer : Prior to the taking over of the business of Dodwell, Carlill & Co., on the 31st December; 1901, the directors of Dodwell & Co., Ld., raised objections to the arrangement made by G. B. Dodwell as per his letter to the defendant dated the 20th April, 1901-copy of which, hereto annexed and marked A-and in order to prevent negotiations falling through it was arranged by telegraph and afterwards confirmed ay the defendant in a letter which is in the bossession of the plaintiffs that the sum of £1,000 should be paid to the defendant on the understanding that the business during the years of 1902, 1903. and 1904 should net them $25,000 per annum otherwise the amount of £1,000 should be returned-as per letter dated the 7 February, 1905, from the said G. B. Dod-time that I may require. tell to the defendant and as per letter dated the 13th Feb., 1905, from the defendant to the said G. B. Dodwell, copies of which are hereunto annexed and marked respectively B. and C.
Beyond this you have at your credit in the Saw Mills for capital, and for moneys advanced, and for half share of the balance owing to D. & Co., $38,253,
This latter asset is of no value whatever unless it is decided that the working of the mill shall be continued.
"A"
[Copy.]
Strictly confidential,
New York, 20th April, 1901. My Dear Moss,-Présuming that F. E. Richard should propose or desire to retire from D. C. and Co. before the expiration of the present partnership (30th April, 1903) my suggestion is that D. C. and Co. should be wound up as quickly as possible and that D. and Co., Ld., should continue the Foochow and Colombo branches.
I think that the Limited Co. should pay you £1,000 in cash for your share of the goodwill. I would not give anything to Richards, and I would not ask for anything for my share. You would be manager of Foochow and receive £1,000 a year as salary and to cover your living expenses, and the yearly increase would be £50. Whenever there was a vacancy in the Board (Ibe- lieve we have our full quota at present but don't know definitely as I have no copy of our Articles
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Now I must ask you to do the following :- The title deeds for the land on which your house stands must be handed to me, and you must give me a letter stating that these title deeds, together with the house thereon, shall be transferred to me, or to my nominee at any
The interest you have in the Saw Mills, supposing that the working is continued, and that the Limited Company is started, must be handed to me along with a blank transfer.
The shares you hold must be realised as soon as you can do so to cover the overdraft that you have with the Chartered Bank. I do not like the idea of your bankers advancing sums against shares in this manner, and I want to see this account closed,
It is my intention when you bave done what I have stated above, to hold these securities for the benefit of your creditors and it is my hops, if you carry out your expressed promise of working hard, and endeavouring to repay your debts, to keep your house and land, and share in the Saw Mills intact, so that it can be handed back to you as soon as you are able to clear off the sums you owe.
As far as your personal expenses are concerned, I consider that at least £250 per annum must be paid to D. & Co., Ld., towards the liquidation of the £1,000 you ove to them. I am perfectly certain in my own mind that all of the managers will insist on your acknowledging this debt, and on your redeeming it as quickly as your means will allow, and I feel that anything less than the
Hoping that you will give me a prompt reply in confirmation of the foregoing,-Yours very truly,
E. J. Moss, Esq.,
Foochow, i
"C"
Personal.
(Copy.)
GEO. B. DODWELL
Foochow, 18th February, 1905. My Dear Dodwell,-Your personal letter to me dated the 7th inst. has had my best and closest attention. I have during your visit here, spoken freely to you regarding the unfortunate position I find myself in at the present time, and I can only confirm what I then told you, namely that every endeavour will be put forth to liquidate my liability to you. Whilst the amount due to you at the present moment is exceedingly heavy you may rest assured that no stone will be left unturned by me to liquidate these debts as soon as I possibly can.
Referring to the requests you make regarding the few assets I now have, I willingly fall in with your wishes.
The deeds for my house and land I have given into the care of Dalling during my absence, to be held to your order and I hereby confirm what I have before written you namely, that at any time you require me to give you transfer of same, or to your nominee, I am quits ready to do so.
With regard to my interest in the Saw Mills, supposing that the working is continned and that a limited company is started, I am quite ready to hand you same, along with a blank transfer,
The shares I now hold will be shortly disposed of in accordance with your wishes, and I have instructed the Bank accordingly.
With regard to the 1,000 pounds paid to me by the limited company on taking over the business from Dodwell, Carlill & Co., and in view of the stipulations not having been fulfilled during the past three years, I agree to refund to the Limited Company 250 pounds per sonum of this until same is paid back, and I also agree to pay the interest on my debt now standing in their books, monthly, as has hereto been done.
In connection with the repayment of the 1,000 pounds, I would recall to your memory the remarks made by me whilst here, and 1 hope you will see your way to carry out my request, namely, that in theevent of the next three years clearly showing, what I maintain to be the case, that the losses incurred during the past three years have been quite beyond my control, and that without them the results would have fully justified zy statements, and further that should the next three years average what I
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