m flanchany of the
NAPIER JOHNSTONE'S
*** SQUARE BOTTLE!!
WHISKY.
UNVARIED FOR OVER
150 YEARS.
THE SAME TO-DAY AS IN
1745.
BEWARE OF IMITATIONS.
SOLE AGENTS IN HONGKONG LANE CRAWFORD & CO.
and from ALL WINE MHICHANTO.
TO LET
TO LET FURNISHED.
TODREENAGE, No 21,
MChamberlain Road 22. Apply to t
[63
THE HONGKONG DAILY PRESS, WEDNESDAY, MARCH 18Ta,
VENDORS RIGHTS IN INCREASES OF CAPITAL HONGKONG AND CHINA GAS CO (LIMITED). GLEN."
1BEFORE ME. JUSTICE SARGANT.)
This was the trial of an action in the Chancery Division of the High Court, London, in which was raised, for the first. time, the question whether the vendor of property to a limited company can validly stipulate not only for the satis faction of the purchase price in fully-paid shares forming part of the existing nominal capital, but also for further, fully-paid shares on future inorceres of the Company's nominal capital. The facts are fully stated in his Lordship's judgment.
Mr. Younger, K.C, Mr. Martelli, K.O.. and Mr. R, H. Hodge were for the plain- tiff Company; and Mr. Gore-Browne, K.C., and Mr. W. Gordon Brown for the defendante.
At the conclusion of the arguments his Lordship reserved judgment.
Mr. Justice Sargant on the 20th ult. delivered judgment as follows:-In this action the plaintiffs contend first that Clauses 8, 9, and 10 in an agreement dated July 14th, 1882, are on their true con- struction no longer applicable and, secondly, that, if and so far as they are applicable, they are bad and unenforce able either in whole or in part. The second contention is the only one of any general legal interest and in brief raises. the question whether the Company could, for a fixed present consideration validly contract that an indefinite amount of future share capital should from time to time be issued upon the terms that all liability thereon for calls should be at onoo extinguished without any contem-
WM. POWELL, LTD.
TELETHOR $46
CABIN TRUNKS
3 PLY VENEER
COVERED
BROWN, WILLESDEN, CANVAS,
VERY
LIGHT
WEIGHT
UNBREAKABLE.
BEST LEVER LOCKS.
33 inch $24.50
36 inch $28.50
1914
40 inch
$32.50
[627
PIPES
Bast, poraneous payment by the allottets The INDO-CHINA BRICKS. TILES.
GILMAN & Co.,
8a, Des Your Road. Hongkong, 20th February, 1914. [353 TO LET
No.1
From 1st May, 1914.
0. 104A, THE PEAK, FUENISHED,
Apply to
S. J. DAVID & Con
Prine's Buildings, Hongkong, 7th February, 1914.
TO LET.
(284
plaintiff Company (hereinafter called the Company) were incorporated under the Joint Stock Companies Acts, 1856, 1857. and 1858 in June, 1832, with a capital of £35,000, divided into 3,500 shares of £10 eacb; and the contract is contained in certain articles of agreement which were dated July 14th, 1802, and were made between William Glen of the first part, Thomas Glen of the second part, and the Company of the third part. By that agreement, after recitals which showed that William Glen had obtained a con cession for supplying the City of Victoria, Hongkong, with gas, that this concession had been transferred to Thomas. Olen, and that the latter was prepared to sell it to the Company, it was agreed (Articles HKowloon
OUSE, in OBSERVATORY VILLA 1, 2, 3 and 4) that the concession should be effectually sold and transferred to the Company, who should be free from any competition by the vendors, (Article 5 and 6), that in the event of either of the vendors acquiring any like concessions for any other place or places in China, they would not dispose thereof to any other party on any terms without first giving the Company an ample opportunity of acquiring them upon the same terms; (Article 7), that the Company would within three months, allot to Thomas Gen or his nominees 100 shares of £10 each of the Company's capital (not exceeding £20,000) and would provide £4,000 to bo immediately applied in paying up the 400 shares in full; and (Article 8) which is the important article here, and which accordingly 1 quote in its exact terms,
Apply 10
ARRATOON Y APCAR & Co.,
14, Das Your Road.
[424 Hongkong, 17th March, 1914.
TO LET
TO. 65, PEAK,
MOUNT KELLETT
N (Charo Mission Sosiety Bungalow Hill 30th May, 1914 Partly Furnished Cheap rent.
To Let till 31st October, 1814, No. 64, Tar PEAK, SEVEN ROOMS and Drying Room, Furnished, including Electric Fans and Telophone:
No.12, BEACONSFIELD ARCADE, Shop. No. 5, MOUNTAIN VIEW, from 1st April, 1914 SHELLEY STREET.
No 6, CAMERON VILLAS, No. 59, PEAR, To Let, Furnished, for one year, from lak May, 1914
No. 19,
that: S
COMPANY, LIMITED.
BEST FIRE BRICKS AND FIRE OLAY
PATENTED
ROOFING TILES.
Guaranteed against Typhoon and Loakage.
MORE THAN TEN MILLIONS IN USE IN THE FAR EAST. SAMPLES AND FULL PARTICULARS FROM
P. SOFFIETTI & Co., 14, DES VEUX ROAD. TEL. 289. ALWAYS IN STOCK
whatever of the Company's inorcase: capital, whether beyond the originally authorized amount of £95,000 or the larger amount of £50,000 mentioned in Article 11. And this being so, I am bound to give effect to these clear and unambiguous terris, and cannot resort to any other part of the document. This construction renders it necessary to deal with the general question of law above mentioned.
11049-9
NEW VICTOR
VICTOR RECORDS
THE LATEST.
SONGS.
DANCES.
SELECTIONS, etc.
INSPECTION INVITED.
EXCLUSIVE DISTRIBUTERS:
MOUTRIE'S
WESTMINSTER
TURKISH SPECIALS"
$1.25 per tia of 50.
TRADE
MARK
AIDE-DE-CAMP
VIRGINIA
[51.1
70 Cents per tia of 50 Cigarettes,
Tobacco Co.Ltd.
Westminster London
Manufacturers of Cigarettes & Smoking Tobaccos of the Highest Quality only
Obtainable of all High Class Tobacconists
GOLF
Wragg, and indeed to be in conflict with the views expressed both in that case and in the numerous cases there cited and examined, particularly He Almada and Tikko Company (4 The Times Law Reports, 534) 38 Ch. D., 415, 423), and the ease. These cases clearly show that although value pat pu purchased, pro- party by the contract did not fixed dia as conclusive for this purpose while the honestly or colourably would be accepted contract still stands, yet the contrary. Though the incorporation of the Com shows on its face that the property is not pany took place under the Act of 1836 and an equivalent for the amount of the its amending Acts, and the language of capital which it is proposed to exempt was differs slightly from that of the were contracted to be issued as paid up the material provisions of the act of 1856 from liability. For instance, if shares If and whenever the amount of the corresponding provisions of the Act of to the extent of £20,000, as against pro- Company's paid up capital shall be 1852, no material distinction for the property which might be shown outside the increased above the sum of £20,000, the sent purpose has been pointed out between contract to be worth only £15,000, the Company will allot to the said Thomas the meaning and effect of the two sets of arrangement would probably hold water Glon, his executors, administrators or provisions. It was practically conceded as in Wragg's case itsel where the dis Road assigns, such farther number of shares as on both sides that the case of Ooregum crepancy was one between a total of shall be equal to one-fifth part of the Gold Mining Company of India. Roper £35,000 and a total of £48,000. But if increased capital, so from time to timo (The Times Law Reports, Vol. 8, p. 436; the agreement was that the property to natually paid up beyond the said sum of (1899) A C 125) and the other like be purchased should be valued, and that of £20,000, and will pay to him, or them, or decisions under the Act of 1862, apply against this property shares should be to the said Henry Parkinson Sharp and equally to Comparica incorporated under issued as fully paid to an extent exceed William Matthew Mills Whitehouse, as the Act of 1956. And indeed, the point is ing the amount of the valuation by one- the nominees of him or thon, a sum equal to some extent at least governed by third, the arrangement would, in my to the nominal amount of the shares so authority (See In re Weymouth and judgment, be bad as to this excess of allotted to him or them, which sum or Channel Island Steam Packet Company, one-third. It would to this extent be. sums so paid shall from time to time be The Times Law Reports, Vol. 7, p. 67 apparent on the face of the contract that the attempted discharge of a pert of the immediately applied in paying up in full [1801] 1 Ch., p. 17.)
liability was illusory the shares so alloted.
THE QUESTION INVOLVED. would be the case where the contract BALLS
**ROGATE," Austin Road, Kowloon; Tatarnished.
FOR SALE. "GLENSHIEL, 124, Barker 5 ROOMS, aloes to Tram Station.
FOR SALE. "HARTING and ROGATE," on part Kowloon Taland Lot No. 1154.
Apply to LINSTEAD DAVIS,
3rd Floor, Alexandra Buildings Hongkong, 10th March, 1914.
TO IT. FOUR-ROOMED HOUBES in Granvils Avenue and Salisbury Avenue, Kowloom. Cheap rentals
SHOP with GODOWN attached, Nathan Bold, Kowloon. Kowloon Marine Lot No. 48, with Wharf.
Article 11 stipulated that the Company were to provide a capital of at least £50,000 and were to carry out the con- cession in accordance with its terins.
TRANSFER OF THE CONCESSION,
|
FREE.
GOLF
BALLS
FREE.
In order to introduce our Brands of Cigarettes quickly to the Notice of Smokers who appreciate something out of the Ordinary we have decided to present GOLF BALLS to Smokers of our Brands.
HOW TO OBTAIN A BALL.
In return for t of the tin ash trays that are packed in each 50's round tin of Cigarettes or for b of the gold paper seals that join the cardboard together in each 50% fat tin, we will giro
FOR A LIMITED TIME ONLY, ONE GOLF BALL that is guaranteed by the manufacturers to be of the very highest gradu ball produced, or if you prefer it we will give you a neat leather wallet-in exchange for the same number of ash trays or soals--that contains a golf suorer and we will also give you refills, C
Return ash trays and labels to
WESTMINSTER TOBACCO COMPANY, LIMITED, 18, BANK BUILDINGS, HONGKONG.
Hongkong, 11th March, 1914,
(398
any part of the nominal amount of such
Next, the precise meaning and effect of the language of Article 8 should be
Now, in the present case the liability examined. This does not in terms provide THE LIABILITY TO LE DISCHARGED, that the shares should be issued at a discount or as fully paid up, and Mr. to be discharged on one third of all Gore-Browns uttered a warning against future increases of capital obviously WINDSOR LODGE, Kimberley Road
Soon after the date of the agreement the the use of catch words in deciding this and necessarily has no connection with or Kowloon, & ROOMS and Tenula Court.
concession was duly transferred to the case. When, however, the clause is pacelation to the value of the concession. No. 3, MINDEN VILLAS, from 1st April.
Company, a first issue of 2,000 shares of fully examined, I cannot think that it The case is far stronger in this respect £10 was made, and 400 of these sharea tends less to contravene the statutory than if Article 8 related only to share is to be taken as the equivalent for ever Apply to HUMPHREYS ESTATE & FINANUFires 177 shares by which the price was provisions as to the capital of Companies capital issued for the purpose of exploit of the obligation to render at any future share capital,
Co., LTD.,
reduced by agreement under particular than if it were a clause providing ining the concession in question, for it time or tates a wholly indefnite and The points involved are difficult points Alexandrs Buildings.
circumstances) were allotted to Thomas terias for the issue of fully paid shares, applies to the whole increased capital of unlimited quantity of meal! It seems to of law, and each party has partly [287 Hongkong, 4th March, 1914.
Glen of his nominees and were credited For, while the first part of the article the Company whatever the purpose for me that this question must be answered succeeded and partly failed. In my Solicitors. Messrs. Gush, Phillips, as fully paid up in accordance with contains an obligation to allot to Thomas which it may be required Indeed, the in the negative, and, indeed, that such a judgment no order should be made as to TO LET.
Clause 7 of the agreement. Further Glen or his nominees one-fifth of all absurdity becomes especially obvious if clause us Article 3 could hardly have been costs issues of shares, up to 7,000 in all, were increased share capital, the second part the event is considered of a gas concession introduced into the agreement of 1862 had made in 1862, 1863, and 1873, the capital of the article provides that, contem for any other place in China being the law on the subject been as fully Walters, & Williams; Messrs. Lyall & of the Company being increased for the poraneously with such allotment, the transferred by the Glens to the Company ascertained at that date as it bis since Batinson purpose on the two last occasions. On all Company shall furnish cash equal to the In that cast the Company would, on the been
FFICES in King's Building,
Apply
THE HONGKONG LAND INVEST MENT AGENCY CO., LTD Hongkong, 2nd March; 1914.
MUFLET
HOP, No. 12, Queen's Road Central
136
No. 9, MOUNTAIN VIEW, PEAK.
FAIRVIEW, Nathan Road, Kowloon. Apply to netw
these issues, the claims of Thomas Glen to full nominal value of the shares, and face of the agreement, have to pay the may add that I altogether dissout receive one-fifth of the increased capital earrearks and dedicates that cash, so that Glens the full value of the new concession, from the general principle contended for was duly recognized, though it is said it has immediately to return to the Com for the Company are only to have the by Mr Gordon Browne that the agree that on at least one occasion he waived pany's coffers for the purpose of paying first refusal, and are not to be entitled ment of 1865 must either be given effect numerons cases where a continuing clause or compromised his right to a full hith up the very shares in full. It is to any better terms than any other pur- of the extra capital so as to enable the impossible, in my view, to hold that the chops and get after paving the full to in full or set aside altogether. In issue of the remainder to be effectually second part of Article 8 does not amount price they would still be bound; in respect in an agreement has been found to te tent The operations of to a contract for the contemporaneous of any share capital raised to complete after the main part of the agreement has carried out. the Company have been successful and absolution, and discharge of the allottee the purchase, to issue a further 25 per been carried out, the offending clause is it is common ground that at the present from his prima facie statutory liability to cent. to the Glens, and pay up or credit struck out without the rest of the agree day their shares stand at a large provide the nominal value of his shares as paid up the whole of this 25 per cent. ment being affected So far I premium money. But it is, of course, clear that in full ver Thomas Glen died in 1800, and the Com a shareholder may effectually contract to It is true that an individual may con provisions of Article & for crediting as pany have now brought this action discharge his liability on his shares by tract to pay for property on any terms, fully paid up the fifth of any future share Mr Thomas Glen is unenforceable and against his executors to determine how (inter alia), the transfer of property in and may fi dit convenient and choose far they are bound, as regards futurs lieu of the payment of cash, and that it to pay a price which shall be little capital issued to the representative of meats of the Aot of 1850 as to capital. 66LDESLOE," AURKIN AVENUE, KOW issues of share capital, by the obligation is not essential that for this purpose the almost nothing in any ordinary event, void as being contrary to the require- of Article 8 of the agreement. They do real velue of the property transferred but shall be increased tenfold or
M. J. D. STEPHENS. Hongkong, 11th Deomber, 1913.
TO BE LET.
From 1st April, 1914.
loon:
[37
Apply to
Hongkong, 17th March, 1914.403 LATEST STEAMER MOVEMENTS
PATELL & Co.
70 Wradham Street.
The HAL, str Südmark left Manils on the 16th March, at 6 pm, and may be expected here on or about the 19th March, a.m.TZ
have come to the conclusion that the
feld testiäad to the benefits ceived from HIMRODAS
REa every post
CURE for
FAMED FOR 40 YEARS.
ASTHMA
Sod la uns by Chemists and Stores throughout the Country, Beware of. Imitations.
WS THE NEW FRENCH REMEDY,
THERAPION
NË
CITLES DISCHARGER, EITHER BIG, WITHOUT JEJECTIONS.
THERAPION No. 2
CURES IZOGU POISON, DAR ZAR FIN KROPKOM.
THERAPION No. 3
not propose to disturb in any way any should be ascertained as being, or should hundredfold in certain improbable event. Does it follow that the whole of Article 8 issue to Thomas Glen that has been made be in fact, the full equivalent of the cash altogether unconnected with any increase is bad I think not. It appears to me, in the past, ability. (Le Wragg (Limited). The in the value of the property purchased a I have already indicated, that de I will deal first with the question of Times Lay Reports, Vol. 13, p. 302; (1897) But I do not see how a limited company article divides Itself into two portions, to show that there is any objection to the construction. It has been argued, on 1 Ch.796). And accordingly it is can speculate in this way consistently behalf of the Company, that there are argued, and this is the real pinch of the with the principles laid down in the cases and no argument has been put before me various indications in the agreement that case, that the transfer of the concession, to which I have referred earlier portion, consisting in the obliga the parties were really only contracting though made once and for all in 1852, was As I understand the legislation in
charged either by the ritel of cash or by issued. I prepose, therefore, to declare with reference to the capital of the Com, suficient equivalent in kind, not only question, as interpreted by the cases, the tion to all to the concessionaire one-nith pany as originally authorized, or at most for the discharge of the liability on the ability of a shareholder may be dis of the share capital from time to time obligation to allot to Thomas Glen, his Texscutors, administrators, or assigne one- The Swedish East Asiatic Co. 3 str with reference to the capital of £50,000 first 400 shares to be issued to the co the malt of property, service, or the like that Article 8 of this agreement in ques Peking left Calculs on the 18th March, mentioned in Article 11 of the agreement cessionnaire but also for the discharge and is expected to arrive here on the And it may be that, if the terms of of the liability on a fifth of any increased but this discharge will not take place if tion is good so far as it creates an Article 8 vero at all ambiguous or capital that might at any future time be it is apparent that the malt bears an be estimated as being an equivalent for it, 25th March
The Silk shipped from Hongkong by doubtful, these arguments might be of issued to the concessionnaire by the relation to the meal, and cannot therefore fifth of the increased capital from Lime This argument, however, speras to me Can it be held here that the definite to time of the Company, but bad so far C.P.R. str. Empress of Aria on the 19th some force and even prevail. But, in my Company,WAAREENA
for all by the transfer of the concession allottees from liability to pay up all or February, reached New York on the 14th Judgment, the terms of Article 8 are clear
and unambiguous, and apply to any to go far beyond the decision in 12. re quantity of malt represented once, and as it puriorts to relieve the allottee of HE APPEND 20 ALL OVER
March
CONCHKONIG WEAK-T8828, URADIO, LOSE FROOK, ÁL - "ROSE ET KRADING CURMANYS, FRIDA IM 3000 LACED, 28,
IRED WIANY AUTNESS REVELATE FOR C FREE HONEST, La Czza NLER, CO, HAVERSTOCK ED. HABU SIRAD, LONDON, FOR TEL:ANY DRAGNE (NASTERISH) WORKS OF.
THERAPION
KLEZİ 20 TAKE
AIR THAT TRAVE MARKED WORD ATIKRITION AME
INSIST ON HAVING THERAPION.
£176