Page
THE HONGKONG DAILY PRESS, SATURDAY, MARCH 14ra, 1914
TELEGRAMS. TELEGRAMS.
THROUGH REUZKE'S AGENCY.]
́ULSTER NOT APPEASED.
A. CHAMBERLAIN BAYE UNREST MUST
CONTINDE.
“LONDON, March 13th. ⠀⠀ Mr. Austen Chamberlain, speaking at Birmingham, said that the unrost în Ulster must continue. We could not ex- pect, the Ulsterites to disband their organi- zation for the sake of a method by which
hearing.
JUDER OSTASIATISCHER LLOYD'
SERVICE!]
CHINA SERVICE.
THE MURDER OF A MISSIONARY
IN HUPEH
PERING, March 13th Tho murder at Lao-Ho-kow of the Norwegian missionary, Dr. Froyland, by
Wolf' has been
THE SHEWAN-TOMES:
APPEAL
FULL TEXT OF JUDGMENT.
"APTKAL DISMISSED JA
The Judgment of the Full Court was given yesterday in the Bhewan-Tomes appeal caso,
Mr. 0. G. Alabaster and Mr. C. F. Jenkin (instructed by Messrs. Wilkinson (Mr. Tomes), and Mr. L. H. Sharp, K.; &Grist) wore for the plaintiff appellant and Mr. Eldon Potter (instructed by Hanston) represented the respondent (Mr Mesars Deacon, Louker, Deacon &
Shewan)...
they alone had been able to obtain & the band of "White Mr. H. W do Bausmaroz, Chief Judge of increased to six times its initial value. tiff that the result of the cases is that int
RUSSIA'S WARLIKE
PREPARATIONS.
HHORMOUB INCREASE IN ARMY ESTIMATES.
ST. PETERSBURG, March 18th, Extraordinary Army Estimates for 1914 excted £12,500,000, an increase of 30
ล
per cent compared with 1913. THE INDIAN POLITICAL MURDER.
IMPORTANT POLICE WITNESSES EX-CONVICTS.
CALCUTTA, March 13th, The excitement at the conclusion of the trial of the man Boy for alleged murder of the Police Inspector Ghose drowned the remarks of the foreman of the jury, who said that the jury were unanimous in acquitting the defendant of murder, but were divided on the question of abetting and culpable homicide, which will be the charges at the re-trial, /
volver in the band of his client
BAPTIST MISSIONARY'S ARREST.
LONDON, March 13th. The Foreign Office has instructed the British Minister at Lisbon to urge that
confirmed. The report says that
Sama, another missionary, was wounded first. The rebels wanted to coerce Dr. Froyland to hesist their wounded associates, but Dr. Froyland extended his help first to Mr. Same, whereupon he was shot. The rest of the Norwegian missionaries, including Mr. Suma, managed to effect their escape to Siang Yang, where other missionaries to the number of sixty hold themselves in rendi ness for further fight by means of boals. REVISING THE CONSTITUTION:
PEKING, March 13th.
to the present circumstances. The
and as the goodwill of a business, if sold, is sold subject to the right of the condors to continue in busincas in the same place, it is not likely that the good will would be worth anything like the same amount to an uutsider as to continuing member of the partnership on the death, bankruptcy or retirement of the other,
AVIATION AT PEKING.
PERING, March 13th In the flight from Feking to Paotingfu, Mr. Chung-ping, a student, arrived first the Rev. Mr. Bowskill, who is to be court in fifty minutes; Director Ching arrive the furthest extent of his ability, Thor render the value of the goodwill to an and the goodwill 3. Under these circum- martialled by order of the Portuguese at Pantingfu at 2 p.m; and Mr. Li, an authorities on a charge of supplying instructor, was third. The latter left had apparently been met, with the result September, 1906, was accordingly to effects" is hardly consistent with a
Peking with the others at 8 o'clock in the
+
ammunition to natives, should be tried
at the Civil Court at Loanda, where the morning, but did not arrive at Paotingfu ment from which this is an appeal of the business, is to them, and knowing excluding the goodwill. I do not think
British Coasul could attend.
A LOAN FOR EAST AFRICA,
LONDON, March 13th. The House of Commons has adopted a vote authorising a loan of £3,000,000 for East Africa
till the next morning, as he had passed the night at Tungehow,
OPIUM CONFERENCE AT THE HAGUE.
follows-da
9
appellants. But on fall consideration I think that there is only one proper legal interpretation of the deed of partnership, and that it has been rightly construed by the learned Chief Justice. I have nothing to add to the very fall judgment of the learned President.
INTIMATIONS
WHY LOSE! YOUR HAIR
CUTICURA
SOAP SHAMPOOS
And occasional light dressings of Cuticura Ointment will pre- vent it when all else fails.
Hample of racks with 12-5; book free from nearest depot: Newbery. 27. Carter bonen N, London; S. Towns & Co., Sydney, F.A. Lesbos, Ltd., Cupa Towa; Muller, Maciesa & Ca; Calcutta atul BobKY, Potter Drug & China, Corp.n®}@D#?p={j}}@ton, USA, #IFTSET=ILCsi manshave in comfort with Cuti- sua taky Shaving Brick. Literal suple free.
[96-D
CHS. J. GAUPP & CO.,
If the firm were bankrupt, WATCHMAKERS other considerations would apply, and the sale the Court would order would not be affected by the agreement between the partners.
AND
understand the nature of the goodwill in it is sought to give them a different mean this case. The business is described in the ing, a meaning which will conflict with partnership dead as that of merchants, the meaning of Article 12, and with the commission agents and general agents in intention I have discovered in the parties Hongkong and elsewhere. The partner to keep the goodwill apart from the rest ship, took over the leases, contracts, etc., of the assets of the firm, for the plaintiff belonging to Shewan & Company, and seeks to say that the expression "property three weeks after the commencement of and effects" is equivalent to the partner the partnership valued the goodwill at ship business and property, including the $50,000 (Article 19). This value was later goodwill." It might, of course, be said increased to $100,000, and finally, by the that Articles 10 and 19 provide for a agreement of the 24th September, 1908 counting between partners, and 15 for a three months after the original term had sale of the business, to, it may be, a eguired, it was fixed at $300,000. The third pa, ty, and I was at one time much now partner and the signatures of new consideration, and for the reasons I have agreement contemplates the admission of impressed with this view, but on careful articles of parmership, neither of which given, I feel convinced that the partnera partnership as existing subject to a slight from the other assets of the firm when events happened hut continues the intended to keep the goodwill separate A modification, In the ten years of the dealing with one another. The judgment of the President (Bir partnership the goodwill had therefore Now it has been admitted by the plain- H.B.M.'s Supreme Court, Shanghai) was The business, as described in the deed, is a general clause for the dissolution of as follows
very much that which was under dis the partnership and sale of the effects the By an indenture dated the 23rd July, cussion in Steuart Gladston, but the words property and effects will cover 1886, the plaintiff and defendant entered parties avoid the result of Bleuart the goodwill. As a general proposition, into partnership for ten years, carrying Gladstone by putting a valar on the that is true, and I further agree that in on business as Shewan, fomes Com goodwill. It seems to me, however, that the earlier clauses giving the continuing Pang. The partnership was prolonged capable as they may be of valuing as partner an option to purchase, it was unelt Doudership, will dine between theinsalves the good party goodwill. But under the circumstances,
31st December, 1995, and has con
goodwill, they advisable and prudent to mention the
extended term expired, and is subject to
and in view of the meaning of the wurde so much of the original agreement, as is
property and effects in Articles 10 and applicable to a partnership at will
12, it would, I think, have been still more Unfortunately differences have arisen and
advisable and prudent to insert #good. it becomes necesary to close the affairs of
will” in Article 15 if it were intended the present concern. On the 11th June
to cover it, a BASALA MA Inst the defendant, Shewan, gave notice
From the 31st December, 1900, about of liesolution as from the 30th September,
three months after the signature of the and on the 9th September, the plaintiff,
last agreement, the partnership became a The new Committee for the Constitu- Tomes, filed a suit asking for a wind-
Now the increase in the value of the partnership at will, subject to the tion, oponed by President Yuan Shih-kaiing-up order for accounts and a receiver goodwill appears to be attributable to a priginal deed and a modification: con in person, will begin its labours by the 14th October, he took out a great extent to what is referred to in the tained in the deed of 1006. It was there- suramons in the action asking for en fourth paragraph of the plaintiff's fore contemplated that Article 15 should rescinding the responsibility of the Council order appointing a receiver and for an affidavit as the general managership of apply to a partnership at will. If so, of Ministers, and the right of Parliament order directing him to sell the partner several companies and agencies. This is and the defendant's Counsel pointed out, to approve appointments of Ministers ship business as going concern. The a business peculiar to the East, and a partner by giving notice to dissolve delcadant objects that the Court can to which shortly, consists of substituting a would force a sale of the goodwill if it and Envoys. Then it will pass a résolu make the order under the agreement General Manager at a salary for a Board were covered by property and effects, Counsel for the defence showed that im- tion giving to the President the right to because Article 15 thereof does not of Blicctors The position of the General and so, if he were in a position to bid, portant police witnesses were ex-convicts, dissolve Parliament, and another resolu- provide for the sale of the goodwill, and Manager is usually provided for in the and his partner were not, he would
further that, if the Court and insisted that the police placed a retion for the institution of an advisory does, the sale is still our holds that it Articles of Association of the Company acquire the whole basiness at a price which would not include anything like body for the revision of the existing laws. terms of Article 15 Article 15 is Obviously, save in exceptional cases, the $300,000, the agreed price of the goodwill,
to be managed, and is a lucrative one admittedly the only article which applies appointment must be personal, and what for no outsider would give that price.
Undoubtedly a very large sum would summons was heard by the Chief Justice ever the value of such agencies (included in Chambers, when there were several by the parties under the term "goodwill") have to be paid to purchase the business adjournments in the hope of a settlenial to the paciness of a well-known business as a going concern, the debts are about which the learned Judge encouraged to the disappearance of those partners would 18 lakhs, the credits somewhat over 20,
plaintiff withdrawing when his demands broke down at the las owing to the unknown purchaser of little value, stances, a reading which includes the The intention of the partners in goodwill in the term property and
Chief Justice delivered a written judg time, having in mind the great value of creditors and the result to them of that the summons was heard and the continue the partnership for an indefinite partnership at will,
Some point was mind of the position which, what they describe as the goodwill. The fifteenth article, the construction of
tion before the Court. which is the crux in this case, reads that it could not possibly be of anything the creditors are concerned in the ques It is purely a like the same value to anyone else. Upon the deter
determination of the I can now consider the bearing of all construction of the dead as between the parteership, if no other arrangement shall this on the partnership deed. Article 10 Partners be come to between the partners, the provides for a general account to be taken property and effects of the firm shall be Un each 31st December of the credits, realised and re proceeds applied first in property and effects, debts and liabilities paying the debts and Habilities of the firm; of the partnership, and the partners are
Article 15 contemplates arrangements secondly, in paying to each partner the bound by such account. Articles 11, 13 between the partners on a dissolution amount of cash capital than standing, to and 14 provide for the purchase by a besides those in the early Articles. The his credit in the books of the frm with continuing partner "of the share of an such interest, if any, as may be oring outgoing partner in the good will thereof peculiar importance of the goodwill may thereon; and the surplus, if any, shall be Then Article 12, which governs all three, well have led to the contemplation of such divided between the partners in equal provides a means of ascertaining the further arrangements in case of a dis Shares, nga share, first of the goodwill and solution at any rate there ple The question is, I think, In view of the business of the property (other than opportunity to make them. Then in the provisions in the whole of the articles goodwill), and then provides the terms of their default the property and effects" read together, do the words property payment of the said share, .c., the share are to be sold. If the goodwill is to be and effects in Article lo cover goodwill of the outgoing partner in "the partner sold there must be a loss; it would be AMERICAN WATCHES. Thera is, I think, no doubt that the good. ship business and property and in the better for the partners to keep it between The mode of ascer themselves and each make the best of his will of the business is of exceptional goodwill thereof." importance at the outset it was valued taining the price is by taking a general share if he cannot arrange with his increased and is now agreed by a deed effects, debts and liabilities of the partner. On the whole I can see no reason for between the parties of the 24th Septem ship, that is to say, an exactly similar saying that the parties intended to attach a different meaning to property and her, 1000, at 2200,000 Mr. Alabaster has account as is taken under Article 10, and effects in Article 15 to that which, read- applied the words in Trego v. Hunt as
it is to be taken on the 30th Juze or 31st
bed in 10 and 19, and the limited meaning to the goodwill being the rap and life" December, again, subject to a modifica ing them together, those words must have of this business, and the defendant's tion, following the date for accounting in which they have there and which the Counsel has said that it is of little value article 10. Those two articles deal in to anyone else, nad 20 the Chief Justies identical terms with the question of defendant seeks to give them, len think thought. It is argued for the defendant accounts between the partners both more in consonance with the intention of that it has been specifically dealt with in during the continuanes of the partnership the parties as erpressed by their acts, the consequence of its importance, and that under Article 10 and after its close under inanner in which they have dealt with the goodwill, and the tacit adoption of as it is so dealt with in Articles 11 Articles 11 to 14. The words property Article 15 in their partnership at will, to 14, it is not to be thought that and effects in Article 10 include every when it might have been excluded in the the parties meant to include it in thing except credits, debts and liabilities the general words, property und which would go into a partnership deed of September, 1906. 1 effects," in Article 15. The result of account. One object of this account is to For these reasons I think that Article this seems to me to be that the goodwill, ascertain the divisable profits in view of 15 does not cover goodwill, that conse which is of great value to the partners Article 7. The insertion of the goodwill quently the Court cannot order a sale of and of little to anyone else, is not to be which was fixed as between the partners the business as a going concern, and that dealt with at all under the agreement in and which might as an asect of the firm the appeal should therefore be dismissed. the case of a dissolution of the partner vary, obviously would not appear in such The costs, I think, should be paid out if property and effects" in Article 15 M.R. in Stewart Gladstone. In is a dificult one and the plaintiff is do not, are the words, in the absence fact it never was included in the accounts entitled to ask for our opinion on it.. of any arrangement to the contrary," till quite recently, when it was once put The Chief Justice (Sir William Reeg
said I have little: pactnership deed. The answer is that wording of Article 10, and clearly dose to add to the learned and exhaustive that is exactly what was meant; the not include goodwill, in the term "pro judgment of the President. I partters were the only people that are perty and effects." Nor is it included, endeavoured to approach the MACGREGOR&Co. at all likely to be interested in the in the term Business and property, ment on appeal with an open mind and partnership, and so the deed was drawn which occurs at least six times in the it was difficult to do so as the vary able us by Mr. to give an option to a partner to take four Articles dealing with an outgoing argument addressed to over in some cases, but that it was partner, because the word "property Alabaster was largely based on reasoning
·intended they should come to an arrange is always followed by the words and which was not relied on in the Court below. ment as to the goodwill in the case of the goodwill there for, other than A full consideration of the arguments, dissolution,
the goodwill.
however, has conftrued the opinion which The plaintiff, on the other hand, con The conclusion that I draw is that informed that the goodwill having tends that the earlier articles give a all dealings between themselves they keep special value to each of the partners was partner who wishes to continue rights the goodwill absolutely separats from intended to by specifically acquired at the which will secure him in his enjoyment what I may call the accountable part of agreed valuation in the event of voluntary of the business including the goodwill, the business, and in view of the great retirement or in the other events provided and that Article 18 is outside them and importance of the goodwill to themselves for in Articles 11-14, and was not regulates the position in default of an and its comparatively small and uncer intended to be included in the case of a agreement independently of them, conso tain value to outsiders, it seems the only dissolution of partnership under Art. 15, which might possibly, or even probably, quently the words "property and effecte business-like cours: to pursue,
involve the sale of the property and effects have their natural meaning and include
an outsider. If it were otherwise I think goodwill. It is obviously important to
the contention of the learned Counsel for the respondent is well founded that either Partner, whose Anduces may be more redundant, could form a sale under Art. 10 in the open market and acquire the goodwill as the higher bidder at a figure largely below the $300,000 agreed upen between the partners as the oscar GOLD LABEL AND WHITE LAREI tained valus for it is obvious that no outsider woul offer a sum anything like apy roaching that figure. The effect of
ALBANIA'S RULER APPEALS FOR CO-OPERATION.
PEKING, March 13th. H.E. Yen Hui-ching, Minister, has bern appointed as plenipotentiary to the Opium Conference at The Hagus,
ERATION EUROPEAN SERVICE.
DUEAZZO, March 13th." A Proclamation by Prince William appeals for the hearty co-operation of all Albanians in order to promote the progress of the country, and summons the people to rally round the King.
THE DERBY
RUSSIA AND GERMANY.
INTERVIEWS WITH COUNT, WITTE, AND M
SASSONOWLE
JEWELLERS.
HIGHEST. GRADE
ENGLISH, SWISS
AND
AGENTS FOR
BERLIN, March 12th. Count Witte, during an interview, laid stress on the Czar's love of peace, and The Derby betting is 9 to 2 against The said that His Majesty himself shaped at 850,000 and that value has twice been acecunt of the credits, property and Partner, as he will probably in the end do. AMERICAN HOWARD WATCH.
LONDON, March 13th.
Tetrarch offered after 5 to against had been taken.
Russia's foreign policy.
M. Sassonew, also interviewed, said he CAMBRIDGE FAVOURITES FOR expected favourable results from the
BOAT RACE.
negotiations for the now Russo German LONDON, Mareli 13th. mercantile treaty. He emphasised that The botting on the University boat race both Russia and Germany were needed in is 7 to 1 on Cambridge (laid),
the balance of power and Russia wanted peace with Germany and Austria. The baiting articles in the Russian Press were of no importance,
THE NEW OPIUM PENALTIES.
SEVERE FINER IMPOSED ON A OHINESE.
THE BRITISH ARMY FLYING CORPS
LONDON, March 12th."
#4
At the Magistracy yesterday, before Mr. F. A. Hazeland, a Chinese who was arrested on board the Kinshan pleaded guilty to two charges-of being in unlaw ful possession of 50 tsels of prepared
The British Army Flying Corps has opiunt and of attempting to export the suffered severe losses during the last two opluma to China. Revenue Officer Wilden- found the opium, which was concealed in days. Three of the abiest officers. have ship. The only words which concern it, an account; see the remarks of Jessel, of the partnership assets, for the question the man's bunk on board the steamer met their death through falls. The Defendant was fined $1,000 on each charge, frequency during the last few weeks of
or an alternative of six months imprisonmachines falling has raised" doubts which is an arrangement outside the in, apparently in order to follow the Davies, K.C.)
ment in each instanes
THE YOKOHAMA SPECIE DANK;
BLIMITED.
regarding the efficiency of the Govern
ment Aero Works
SUFFRAGETTES AND THE PICTURE GALLERIES.
London, March 12th.
Mr. Eishi Ono, manager of the Yoko hamu Specie Bank in Hongkong, informs us of the receipt of a telegram from the head office of the Bank to the effect that at the half-yearly meeting of shareholders In consequence of the attempted destruc held at the head office of this bank at tion of Velasquez's famous picture of Yokohama on the 10th inst. it was revenus in the National Gallery all solved to pay a dividend of 12 per cent. per annum for the half-year ending the public collections in Leadon and all the 31st December, 1813; to add to the reserve Royal Castlea have been closed to the fund Yen 350,000.00 and to carry forward
rublie the sum of Yen 1,260,000.00 to the next account.
A BOXING MATCH OFF
band
AUSTRIA AND ROUMANIA.
BERLIN, March 12th. The Austrian Government is preparing of the Royal Navy, a lengthy explanation a "Red Book" supplementing the
We have received from William Perkins,
as to why he is not boxing with Iron Bux Humano Russian publications. It is to-night as previously advertised. It has been publicly stated that he is unable to intended to vindicate th› Austrian policy make the weight, but the explanation towards Roumania given by Perkins himself is very different. He says that six days ago ho weighed 9st 2lbs, while the weight necessary for the match which it was advertised would take place to-night was 130lbs. Among other things, Perkins says that his friends ashore had informed him that the pro
PETROLEUM RESEARCH IN NEW GUINEA
BERLIN, March 12th.
The German Reichstag has voted the
posed referes of the contest had been daily sum of ha million for petroleum training Bux. He is quite willing to research in Now Guinca
fight Iron Bux, he says, in six weeks time"
for a 8200 side stake in a 15 three-minute. or a 20 two-minute contest under N.B.C rules, the winner to take all He is prepared to forfeit $100 if he fails to make 9st. when weighed at the ringside in front of the public. "It is up to any promoter to promote this fight bar Mr. Hall," he says.
TEMPERANCE MEASURES IN
RUSBIA
BERLIN, March 13th. The Russian Imperial Council adopted law detailing the measures to be taken against the drink habit.
105]
Now I come to Article 15. The words "property and effects occur again, and
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HONGKONG.
Representatives for-
MAPPIN & WEBB LTD, London.
CARL ZEISS, Jena.
W. F. STANLEY & Co., LTD., London.
* 1", E B WATTS & SON, London,
VOTLANDER & SON, Braunschweig.
ALEXANDRA BUILDINGS,
CHATER ROAD."
CALDBECK,
BL
(ESTABLISHED 1864),
SOLE AGENTS
FOB THE FAMOUS
WHISKIES
the specific agreement as to the purchase Flavour Purity and Matureness Guaranteed.
of the goodwill under the previons articles would thus in a large measure be made nugatory I di not think it necessary to add more except to say that I agree with the conclusions arrived at by my learned brother and think the sppeal should be dismissed.
The Puisne Judge (x. Justice Gompertz) remarked-I agree that this appeal must be distaissed. was much impressed by the carefulls reasoned argument of Counsel,- for, the
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