102
CHINESE ENGINEERING AND
MINING CO.:
JUDGMENT FOR THE PLAINTIFFS.
naid :-
JUDGE'S STRONG REMARKS.
THE HONGKONG TELEGRAPH SATURDAY, APRIL 8, 1905.
AT THE KOWLOON. DOCKS,
6th inst Some interesting work has boon' In progress at the Hongkong and Wham on Docks in con- section with the United States transport ship Lircum, which has just been converted from, a transport vessel into a telegraph ship and will therefore have to carry many miles of cable in her hold,
The cable is colled down into large circul tanks from,which it can run out over the ef ormous pully or fair-load' in the stern with as much freedom as possible. The conversion of mansport into a cable ship is no mean task and involves extensive alteration and reconstruc. tion so much to in fact, that it speaks very well for the Hongkong and Whampoa Dock Company that the United States should havI entrusted them with such an undertaking, Besides the enormous cable tanks many other fittings not to be found in the ordinary cargo steamer had to be placed on board and so dit posed as to be out of the way of the cable as it runs overboard.
A brief description of such a vessel will
of course, are, built into the bold; they are of nearly the same diameter as the breadth of the ship. There are generally two or three of them according to the number of holds in the ship; into these the cable is carefully coiled down, the inboard end coming into the testing room where continual signals are kept up with the shore all the time the cable is running out.
Hundreds of
the terms of the draft, which for the purpose of Excellency and the Chinese shareholders of met of all the facts. They have not yet been "fattening* on the proceeds of a fraudulent | WORK ON THE U. §. §. “LISCOM. Identification has been initialled by two of the to the meaning and effect of the memorandum, fully investigated. At all vents, it seems to sale of the property which was the subject... subscribein to the memorandum of association or finding it inconvenient to fulßt ita obliga- | me I cannot set the matter right in this action, | matter in dispute. He hail been deprived of and the board shall carry the same into effect, tions, took up the position thai vis a vis the which was not framed and is not properly con- the office of Director-General of Mines; his subject to any modification, and so on. Now, defendant company, the memorandum was of stituted for the purpose. The only materiality | quiaand disgrace, if not worse silli, would have it is somewhat curious circumstance that this no binding effect; that the agents who obtained | in this action of the apparently unautherised | followed an adverse decision. It is not too draft has not been, and could not be, pro and executed the so-called transfor bad po issue of fully paid-up shares is that it is put much to add that his failure would have been duced at the trial. I am not at all sureauthority to enter into the memorandum, and forward as a ground for a claim to damages a misfortune to British interests, and injurious what it was, if indeed it over exlatad. 1 so ang in short, the defendant company, the made against the defondant Morning in respect to our good name in the Far East. Chang omitted to say that at an early period of the defendant Moreing being then a director, and, of the consequent diminution in value of the Yen-man is a representative of the more en- negotiations, which I mentioned before as he now says, overborne by his colleagues, 375.000 shares going to the shareholders of the lightened of his countrymen, who see that, not namely, in the month of August, 1900-the repudiated the memorandum and set the Chinese Company. But this claim, as it hostility to Western civilluation, but frank agreement I have mentioned of July 10, 1900, plaintiffs at defiance; and thereupon the pre-appears to me, if it could be dealt with in recognition of its value is their best policy. was executed. It purported to be a grant of sent action was instituted.
his action, must be founded upon a breach of With proper guarantees against evils and an assignment in terms by Detring, an agent. In due coane defences were delivered, one the terms of the memorandum, which was no ahuses too common in Oriental countries, and attorney of the Chinese Company, to Ho- by the Morsings and the other by the company.doubt executed by Hoover agent for the European capital might now develop the nver, who was the agent of the defendant More- I do not consider it necessary to discuss these defendant Morcing do not, however, find
resources of China in many ways. There are in detail. Suffice it to say that both, as I read ing, upon trust, of all the property of the
in the memorandum any contract by the railways to be made, mines to be opened or Chinese Company, and li was thereby in effect them, dispute the memorandum, insisting upon defendant Moreing that no shares shall be worked with modern appliances, and all this is provided, among other things, that Hoover every objection, whether well founded in fact inued as fully paid up, nor indeed do I see
to be done only with the co-operation of the should hold the property as trustes for the con- or not, that could be raised to it, some of these anything to prevent full paid-up shares being better class of officials who have put aside objections, to my mind, being under the sued by the defendant company bona fide for ancient prejudices against the foreigner. Chang lemplated new company when formed.
circumstances not very creditable.. Ultimately a proper purpose and a proper consideration. Yen mao, who is, as he showed in the witness. his Excellency and Mr. Detring, I cannot Nor do I see how the Morcings are directly box, shrewd and intelligent, seems to have help suspecting somewhat to the disappoint responsible to the plaintiffs for the improper aided not a little the industrial development ment of the defendants, camo over to this coun issue of-fully paid-up shares to the Oriental of his country. He has believed that true tty for this trial and gave their evidence before Syndicate or its nominees (if such issue was patriotism is consistent with the employment me. At length, after the evidence and cross | improper); in other words, I do not think I'am of skilled European advisers and the encourage therefore not be out of place. The cable tanks,
ment of European capital. He has suffered not a little for having, in the opinion of narrow- minded, if not corrupt, critics, sacrificed Chinese interests to the foreign capitalist. His success in an English Court of law will have effects going much beyond the decision of the con- troversy before Mr. Justice Joyce,..... After a patient hearing the Judge has, in regard to all the principal points of the case, decided in favour of the plaintiff. Unless with a reason. able time the terms and conditions of the memorandam are complied with the Court will do what it can to restore the property, and will take measures by injunction to restrain the defendants from parting with it What is scarcely less important is the expression of opinion by the Judge that Chang Yen-mao had been guilty of no bad faith, while the conduct of some of those concerned in the matter was open to criticism. Chang Yen-mao will go back to China with the esteem of all who heard him give his evidence. He will be able to assure the retrograde party at home that relations with astute British financiers do not necessarily turn out badly. There is no doubt that the events which he disclosed in Court profoundly affected the better class of Chinese, and shook their confidence in British good faith. Justly open to censure, the action of the English company was represented by enemies of this country in the worst colours, and ifit had been uncorrected it would have stood seriously in the way of British enterprise. Many other lessons are to
In addition to the cable a piano wire is gon be deduced from a singularly interesting case. erally run out alongside it, and so long as this One is the expediency of the participation in
wire remains intact there is no fear of the cable the affairs of any company by officials at all having lecoms unduly strained. Considering connected with the Customs administration
that there must be as many miles of piano wire Han's supervision, has gained the confidence item to provide for Then there is the battery and the public service which, under Sir Robert
as there are cable, This in itself is quite a large of the people of China. Englishmen are room in which tre afored an enormous quan Jealous as to anything which might affect the tity of dry cells to supply the electric cur- reputation which he has created for the Im-rent and where long distances have to be perial Maritime Customs. But the chief reflec signalled through, the power required to drive tion which the case suggests is that the victory the current through it is very great. Signals of Chang Yen-man is also of public importance, are received by a reflecting galvanometer and that it will be useful to British capital and which consists of a very delicately suspended enterprise in the struggle now goin on against coil of the finest wire hung between the poles. formidable commercial rivals. In restoring his of a powerful horse has magnet with a tiny own good name he benefits the credit of thistle mirror fixed to it. Accordingly, as the country-L. & C. Express.
Mr Justice Joyce, sitting in Court III. of the Chancery Division on 1st uit, delivered his reserved judgment in the case of "Chang Yen-mao v. Mereing and Others." The trial occupied his Lordship 15 days, and has already been reported by us. The paintiffs were his Excellency Chang Yen-mao and the Chinese Engineering and stining Company, of Tientsin, and they sought as against the defendants, Mr. Charles Algernon Moreing, Messr Bewick, Moreing & Co., and the Chinese Engineering and Mining Company, Limited, a declaration that a memorandum, dated Feb. 19, 1901, signed by Mr. Herbert Hoover, the
CHANG YEN MAO'S ODJECTIONS. Chevaller de Wouters, Chang Yen-mao and Now, his Excellency Chang, being urged by Mr. Gustav Detring, was binding on all the the defendants and the Oriental Syndicate, -defendants, and for an order for the carrying throu. h their agents in China, including Mr. into effect of the provisions of such the moran White Cooper, the solicitor from Shanghai, and duin. The memorandum provided for the niso bing advised by Deiring, to transfer the appointment of Ching as director-general of the defendant company for life, and for the property of the Chinese Company to this de fendant company, personally objected, and, as constitution of a Chinese Board,
air. Level, K.C., air, Gill, K.C., Mr.it has turned out very wisely, declined positive
ly to execute the transfer when submitted to Younger, K. and Mr. G. Lawrence appeared him because it did not contain any statement for the plaintiff Mr. Hughes, K., Mr. Rufus of the arrangements for which he bad stipulated Isaacs, K.C., Mr. GF. Hart, for the with respect to, among other things, the con defendants, C. A. Moreing and Bewick Mureing and Co; and Mr. Haldane, K.C., Mr. W. F. stiluon and management of the new company into which the Chinese Company was to Hamilton, K., and Mr. Vernon for the he transformed. The document did not defeudani company.
appear to him adequately to protect his In delivering his judgment, Mr. Justice Joyce Government or the Chinese shareholders or himself and in this he was perfectly This is an ation by His Excellency Chaug right. In particular, as I observe, it did not and the Chinese Mining and Engineering even provide for the 375,000 shares being given Company of Tientsin, whom I will call the
or paid to the shareholders of the Chinese Chinese Company, asking for a declaration that Company for the purchase of the com- a certain document called the memorandum afpany's property. Between his Excellency and Feb. 19, 19st, is binding on the defendants, the agents of the defendants, including Mr. and an order for the carrying into effect of the White Cooper, which agents also represented provisions of such memorandum. Alternatively, we Griental Syndicate, as I consider, and its and in the event of such memorandum being creature, the defendant company, there were held not to be so binding, for either a declara long and heated discussions extending over tion that a certain other document called the fan days. Hoover, as he himself admits, went transfer of February 19, 1901, was obtained by so far as to use various threats to his Excel- fraudulent representations and fraud of the lency. Ultimately his Excellency was induced defendants or their agents and ought to be set
with difficulty to accede to a proposal of Mr. aside, and an order that the same may be sel
White Cooper's that the terms, on account of Bside accordingly, or a declaration that the the absence of which from the transfer he de- defendants are not entitled to retain the benefits clined to execute, should be embodied in an of the said transfer, except on the condition of other document, to be executed previously to making good to the plaintiffs the obligations and at the same time with the transfer. Under imposed by, and performing the provisions this arrangement his Excellency was assured by courained in, the said memorandum. Then the representative of the other parties to the there is a general claim for damages. The transaction that the memorandum would be as transfer is a document which was drafted in
it was expressed to be, ruling document, and English by Mr. While Cooper, a solicitor in be acted upon, or, in other words, would be Shanghai, brought over to Tientsin for the binding and be carried into effect. It was upon purpose. It is in the form of an indenture, the faith of and in reliance on these assurances expressed to be made between the Chinese the His Excellency was induced to affix his Company, his Excellency Chang, as the direc: seal to the two versions of the transfer. The tor-general
all the ruines in the Provinces of memorandum in two versions, Chinese and Chi-li and Jehul, and director-general of the English, was executed at the same time in the same manner by Hoover, the agent of the de- fendan: Mareing, De Wouters, who I think may be taken to have represented the Oriental adicals and the defendant company and every dye interested through them, and it was also executed by his Excellency and Detring. In truth the execution and terms of the niemoran- dum appear to une to have formed not only a material, but an essential, part of the considera- tion for the transfer (if it was a transfer) of the
THE AMENDED STATEMENT OF CLAIM.
This all the evidence had been taken and in the
to
Chinese Company, and Gustav Detring, a director of the sunie company, of the first part, Mr. Hoover, as agent f Moreing, of the second part, and the defendant company of the third part. It contains recitals of, amung mher things, a certain agreement of July 30, 19co, and purports to be a conveyance in pursuance of that agreement of the mines had property of the Chinese Company to the defendant com. pany. No consideration was expressed, but it contains an undertaking by the defendant company to assume the liabilities of the Chinese property therein comprised. Mr. White Cooper, claim to damages. The defendant company claim for damages was intended to be made
Company and indemnify such last-mentioned company therefrom. As to the nature, extent, and enormous value of the property comprised in this transfer I may refer, without reading it, to the speech of the chairman of the company at the extraordinary general meeting of that company held on July 16, 1901. A Chinese translation of this document, the principal party to which was his Excellency Chang, who can not speak English and must be ignorant of our statule law in reference to joint stock com- panies and English law generally, was made; and both the Chinese version and the English
THE QUESTION OF DAMAGES.
I now proceed to consider the plaintiffs'
"
THE GREAT CANAL SYSTEM
OF CHINA.
SOME LESSONS FOR THE WEST,
MILES OF CABLE are stowed in these tanks. When signals are going on this enormous coil makes a power- ful electro-magnet of the tanks which has a very great effect upon the ship's ....com. Pals and regard must be paid to this fact in the disposition of both standard and steering compasses. The tanks for the Litzum were put together on shore, but as they were far too bulky to be holsted in complate they had to be taken to pieces and built up again inside the ship's hold when it was ascer tained that the various parts fitted together cor- rectly. The cable, after it leaves the tank, pastes through a system of rollers which form a kind of brake to prevent it running out too fast which it would otherwise be likely to do in deep water or during a heavy sea, Moreover, the cable must not be checked too suddenly or it would inevitably snap in two; this brake must therefore be tended with the greatest care by thoroughly experienced men.
current is sent one way or another the mirror on the coil is turned to the right or left, which movement is shown by the reflection of a bear of light travelling over a scale and taking the place of the pointer in the ordinary needle tele- graph instrument. The spot of light on the scale flickering right and left according to a pre- arranged code spells out the message from the shore. The telegraph cable is not all in ong” piece; it takes different forms according to the place where it is intended to be laid, thus what are known as the shore ende are stouter and. more efficiently protected than the deep water cable. This is in consequence of the liability of becoming entangled with ship's anchors and carried away, and in this connection 6sher, men are perhaps the worst
examination of his Excellency were completed, | able to make tho defondant Moreing, or his and Mr. Detring, the other witness on the pari { firm, responsible in this action for any loss of the plaintiffs, had been examined in chief sustained by the plaintiffs through the mis- and cross-examined on behalf of the Moreings, feasance, of the directors of the defendant and in the midst of his cross-examination by company or of the "Oriental Syndicate the leading counsel of the defendant company, as promoters of the defendant company. a setark of mine elicited the statement, then | But my judgment in this action must for the first time made, that the defendant can be expressed to be without prejudice to nay pany did not dispute the memorandum action or tier proceedings that may be taken indeed, in my opinion, after the evidenca by or on behalf of the defndant company, or that had been given, they could not have against any of the defendants by any one in done so with the slightest prospect of success, reference to the promotion or formation of the ar, indeed, as I think, honestly but the defendant company, or the issue of any shares began to suggest questions as to the constrices of debentures thereof or any of the transactions tion ur effect of the document and technical of the same company or its directors. difficulties in the way of the plaintiffs obtaining the relief which they claim in the action.
Counsel for the plaintiffs, in opening the Later on it appeared that the counsel for the Morcings also were not able, or, as they pos- case, asked me to make certain amendments, sibly would say, did not care to dispute the which I allowed; these appear in the amended memorandum, In other words, the memoran-statement of claims as printed. Subsequently dum is now (I may almost say admittedly)-in fart upon the 13th day of the trial-after binding, as, indeed, it always was. memorandum, however, does not, in my midst of the summing up of the case for the opinion, either with or without the transfer, defendants Moreings, by their counsel, the constitute a contract of such a nature as this plaintiffs for the second time asked to amend Court could decree specific performance of by alleging that Mr. Detring (I suppose as cannot directly order that it should be carried agent of the plaintiff Ching) was induced by into effect, and I think there would be great tie fraudulent representations contained in a difficulties in the way of the plaintiffs' main-letter of Nov. 9, 1900, from the defendant taining an action for damages upon it against Morcing to Mr. Detring to agree to make any of the defendants. But I hold and declare certain alterations; in truth, really to agree to that the memorandum dated February 19, 1901, re-execute with alterations the document. of is binding as against the defendants, and that July 30, 1900 What happened with respect the defendant company was not, and is not these alterations is a long story, but not, I think, entitled to take or-retain possession or control directly material in this action, though it may of the property comprised in the transfer or the be most material upon some future occasion performing the provisions and obligations can alterations, made at the time and under the benefits therent without complying with and As at present advised I do not think that these tained in the memorandum. In other words, circumstances when they were made without I am of opinion that, unless within a reason the concurrence of the defendant company, can able time the provisions and obligations of the be of any validity, nor am I satisfied at present memorandum be complied with and performed, that the plaintiffs have sustained any damage this Court ought to do what it can to restore thereby. No one has contended before me to the plaintiffs the mines and property, the that these alterntines are binding upon any subject of the transfer, and, probably by in- one. it was also proposed to allege by the junction if necessary, to prevent the defendant same amendment that his Excellency was company, its agents and servants, from retain-induced to execute the transfer of Feb. 19. 1931, ing possession. The plaintiffs, therefore, suc- by fraudulent representations contained in a ceed upon the principal issue in the action, letter of Feb. 9, 1901, from Hnover, who is not a defendant, but was an agent of the Moreings, and, in my opinion, are entitled to their costs
to Mr. Detring. Having regard to the conclud ing words of paragraph 17 of the amended statement of claim, I am not quite sure that this member of the firm of English solicitors at Shanghai, who acted for the Oriental Syndicate as all along claimed, and still claims, to have unless the memorandum were held by me not and the defendant company, and prepared acquired all the property of the Chinese Com to be binding. But how have the plaintiffs the draft of the transfer as also the memoran-
pany by virtue of the ransfer of February.ustained damage as a necessary or natural 1901, expressed to be made in pursuance of the consequence of the execution by his Excellency dum, attested the execation, After the present dispute lind arisen, Detring, on behalf of the
agreement of July 30, 1900. Nevertheless, by of the transfer, if the memorandum be binding plaintiff or of his Excellency, on July 25, 1902,
an agreement dated May 7, 1901, nearly and be enforced, as 1 bold it must be? Upon The US Consul at Hangchow, Mr. G. E. three months afterwards, and expressed to the whole i think that I ought not to allow | Anderson, in the course of his latest report, made a representation of their complaints to
be made between the Oriental Syndicate of these proposed amendments; but my judgment
states that there are several features of the Mr White Cooper's firm, at Shanghai, they thene part, and the defendant company of will be without prejudice to any future action canal system of China, expecially, of the Im being the solicitors to the defendant company;
the other, the whole of whose nominal capital or other proceeding that may be taken by the perial or Grand Canal, which can be studied and these solicitors, replying on August 11,
was £1,000,000 in Li shares, the sysdicate plaintiffs or either of them, upon the ground with profit by the peop'e of the United States, 1992, say, among other things, "It was in order to maintam the rights of yourself" (that effect to sell to the company the benefit of the of any alleged misrepresentations (fraudulent One of these is the use of the canal for the is. Getting and his Excellency) and the Chi aforesaid agreement of July 30, 1900, for or other) in either of these two letters. There production of food in addition to its use as a purchase consideration of 999,993 of these remains only one other claim for damages, version were executed by the parties thereto
means of transportation. Allied to this is the nese shareholders that the agreement" (that is other than the defendant company, being sealed the memorandum of February, 1901) was to the syndicate or their nominees, and the sum against the defendant company for damages of the waterway for fertilisation. Another is 1,00,000 shares to be allotted as fully paid up which is a claim by his Excellency Chang use of the muck which gathers at the bottom with the official seal of his Excellency as
made. This agreement was dated and signed of £2,000 add in cash, being the amount of the on the ground of his Excellency having been the use of every particle of plant life growing director-general of the mines in the province, on the same days as the transfer and recog fees paid by the syndicate on the registration deprived of a valuable appointment. But I do a and around the canal for various purposes, and so representing the Chinese Government, nised by Mr. Houver and De Wouters and of the defendant company. This agreement not understand that his Excellency is not still The Chinese secure a vast quantity of food of and with the official seal of the Chinese Com ourselves as a binding agreement and a condi- May 2, 1901, was sealed at a meeting of the director-general of the Chinese Company. The one sort or another from their canals, How pany. The place of execution was Tientsin.
tion precedent" (that is not, perhaps, a very I do not know whether this document of itself accurate expression) "for the transfer of the 25th of the same month of May. At that meet respect of a breach of a particular clause in the board of the defendant company held on the claim, if it can be supported, is for damages in
evar the water is supplied to the rice, it is evident that there must be a waterway operated as a conveyance of immovable pro- old company's property. The terms of this
mg 50,000 of these shares are allotted as fully memorandum. Besides other difficulties, to leading to the field and back to a principal perty in China secundum legem domicilií. 1 have some reason to suspect that it did not ried out. Further, we note the position you
agreement should consequently b: loyally car
paid up to the defendant Morcing and 150,000 give these damages would, as it seems to me,
stream, which is generally a branch canal. and I observe that the third clanse, according und bis Excellency have taken up, and will
as fully paid up to the Oriental Syndicate, and be inconsistant with the other relief which These waterways naturally take up a con- to the English version, provides that "the send a copy of your letter to th London board
it was resolved that the board agree to allot to am granting in this action. I am assuming siderable portion of the land, and the Chi Chinese Company and his Excellency and by the next mat, leaving it to them to act us
be nominees of the Chinese Company 375,000 that as a consequence of my judgment the nese make as profitable use of them-as of the shares. These, of course, were for the share. Detring hereby agree with the defendant com- they think fit, and pointing out the serious con-
terms of the memorandum will be performed land itaalf. The first use of the waterways is pany to sign all other documents, and do all sequences to the welfare of the company of this is the extraordinary part of) to the if I am right, the defendant company will not the canals of China annually is immense. holders of the Chinese Company, and them or complied with in their entirety; otherwise, for fishing. The quantity of fish taken from other acts that may respectively be required their refusal to comply with your requirements." for completing the transfer to the Chinese
Hoover, as appears by his evidence, is really of shares-that is, all the rest of the capital, accounts may have to be taken, and the der may be found boatmen gathering mack nominees of the Oriental Syndicate 424,993 be allowed to retain the property. Certain Along the canals in China at any time Company of all the properties hereby agreed
the same opinion; and De Wouters says that deducting the seven shares required for the fendant company may be entitled to reimburse from the bottom of the canal, and as soon as to be transferred." have not been informed,
he executed the memorandum simply because however, what is the law of China with referit contained nothing but what had been agreed think these 414,000 add shares are not in the provided by means of moneys received from some neighbouring farm and empty the muck, signatories of the memorandum of association. their expenditure or part of it so far as not the boatman has a load, he will proceed to ence to any of the matters in question in this
to before, which is true. Indeed, it has not action. None of the parties has offered any
fally paid up, but as I understand they have of damages that may arise in respect of any the mulberry trees, which are raised for the minuter, if I recollect rightly, expressed to be the mines. I shall reserve any question either directly on his fields-especially around evidence or nude any allegation on the subject,
heen always so treated and deals with. Now default or delay in the performance of the
silkworms-or in a pool, whenc it is taken though I have from time to time sugesid that it might be required to be considered und
the plaintiffs, very naturally, complain of this obligations and provisions of the memoran later to the fields. From this muck the have rather invited argument upon it.
ail parties to be an whole essential condition, 50,000, and ever the 150,000 (mrking together present judgment. The defendant company shellfish to pay bim for his work, and the transaction. Suppose it be granted that the dum until it be seen what is the result of my Chinese farmer will generally secure enough The transfer was the outcome of protracted
whether as a collateral agreement or otherwise 20.com) shares were to go for promotion must pay the costs of the plaintiff. The fertiliser is clear gain. The fertiliser thas se discussion and negotiations for the formation
of any transfer being made by the plaintiffs or of the Chinese Company into what i may call either of them to the defendant company. 1
profits--if indeed that were allowable-why defendants Moreing, who were necessary par cured is valuable. It is rich in nitrogen and an Anglo Chinese Company to be formed in also find as a fact that the terms of this memo,
were 424,993 fully paid-up shares of the comfies to this action as against the company, potash, and has abundant humus elements. pany to go among the nominees of the syndi having regard to their course of conduct and England, the principal objects in view being randum have not been observed or performed.
This dredging of the canals for fertilizers is the rate for no consideration that I have been the attitude which they have maintained until only way by which the Chinese have kept their the better protection of the property of theAs alleged by the statement of claim, not company in the disturbed state of the country denied by the delence of the defendant com-
able to discover? In short, it appears to me a late period of the trial, and to the fact that in canals in reasonably good condition for upon the facts that transpired in the course of my opinion the casts have been seriously in- centuries The fertiliser has paid for it. caused by the Boxer riots, and also the intro.
pany, and as proved by the evidence, the duction of foreika capital for the development defendant company and its directors have
com this trial, that there are at least plausible creased by their conduct in these proceedings self both ways. Recently there were and more advantageous working of the mines declined to recognise the memorandum as
grounds for contending that the company has and otherwise, must bear their own cost. I plaints filed at Peking that the ashes from the The parties between whom such negotiations having any force or effect, or to abide by the injury and loss of the Chinese shareholders, tion, which is that, in the investigation taken juring the muck for ftilising purposes, and been defrauded of nearly 425, o abates, to the hink perhaps I ought to add one other obrerva-steam launches plying on the canals were in took place were the defendant Morcing and
who were justly entitled to the 375,000 shares before me of the transactions in question, it has the problem has been considered a serious one his firm on the one side and on the other his provisions thereof, and they did this down to the time of the trial, although they had some- Excellency Chang and the Chinese Company how managed to get possession of the property, merely nominal value, but are being or have Chang has not been guilty of any breach of
These shares, as I understand, are not ela not been shown to me that his Excellency by the Chinese Government. Where there are so many canals there is more or less swamp His Excellency was from time to time assisted in the matter by Mr. Douring, a foreigner who and were claiming it under the transfer been sold at a price above par for the plaintiffs faith or of any impropriety at all, which is more ground. In China this is utilised for the rais had been long resident is China and had held Incidentally, it appean by a letter of Mr.
Hoover of March 27, 1901, that he actually say, and it seems to me with reason, that the value than I can say for some of the other parties ing of lotus roots and nuts. There are duck i cablo ashore by coiling it down in the scale pag
of the 375,000 shares coming to the shareholders concerned. some considerable office in the Chinese Cur
took possession of some of the title deeds of the
of the Chisers Company for the purchase of toms. Various stipulations had from the first
properly by main force.
their property, undoubtedly of great value, is said they would accept the full declaration his Mr. Levell, K.C., on behalf of the plaintiffs, been made by his Excellency in reference to
CONTRARY TO THE PLAINEST PRINCIPLES substantially-it may be to the extent of one lordship had given. the constitution and administration of the pro-
OF EQUITY.
half-reduced by the issue, for no consider posed company into which the Chinese Com pany was to be transformed. In particular it Under the circumstances, I am of opinion njon whatever, of these fully paid-up shares to had been contemplated all alorg and definitely that to allow the defendant company, while the promoters or their nominees. The defend. ants bave endeavoured to excuse the promoters agreed that the capital of the new company they insist on retaining the benefits of the should be £1,000,000 in 1 shares, and that of transfer, to escape from the obligations of the by saying that of these shares 250,000 had been given as a bonus or additional consideration to these £375,000 should go, quite properly, to memorandum upon any such pretext as that the shareholders of the Chinese Company as Hoover or De Wouters were not authorised to persons who subscribed 4500.com to the com- the price part of price of the property, sub agree to its terms, or that it was impossible for pany ppop the security of debentures, which Ject to pncumbrances that were to be taken the defendant company to perform some of debentures were issued wit out the consent or over. There were to be two boards of dieo these terms without altering its constitution, knowledge, so far as I can make out, of the tors, one in China and one in london. The would be contrary to one of the plainest Chinese shareholders. The plaintiffs reply that it was not necessary to issue nearly so large an management of the property in China was to principles of equity, it would be to sanction Be in the China board, and his 1.xcellency was such a flugrant breach of faith as, in my amount of debentures, and that of the money to to be director general as before in general opinion, could not be tolerated by the law of raised, £100,000 or thereabouts, has never charge of affairs. The defendant company any country. In this Court a purchaser of real been expended, but is still to the credit of the was registered on Dec. 21, 1900, by the estate, even though he may have abiained defenpact company with their bankers, and Mornings, or a certain Oriental Syndicate possession and an actual conveyance may have also that the money, if required, could have
been obtained without sacrificing the pharas, Mr. Leypt, K.G.: There will be liberty which Mr. Morcing had associated with him been made to him, will not be allowed to keep self in the business, and to whom be in soms the property without discharging the considera. No offer of the debentures was made to the apply.
His Lordship: Yes. way turned over the formation of the company, tion for the same, Beth at law and in equity a public, but the promoters, as understand And, I suppose, its promotion and management. person who claims under a deed, though he distributed the shares and allotted the de- According to the Memorandum of Association, may not have executed it, must give effect to bentures among themselves and their friends, the first object, and I may ray the principal all its provisions; and for the purpose of apply: who I suppose still bold the debentures and The only paper deserving attention that object of the company, was to carry in effecting this principle to the present case, I am the 424,993 fully paid-up shares, for which with such modifications, if any,as may be agreed entitled, I think, if necessary under, the cir. nothing has, in fact, been paid. Now certainly deals with the subject of the trial editorially is
the chairman, No mortgages or charges may THE Swatow railway riot having been settled opoo, the agreement mentioned in Clausa 3 of cuinstances; to consider the transfer and the proceedings of the Board of Directors of The Times, which in its comments states the Articles of Association; and Clause 3 of the memorandum as practically one instrument, the defendant company in the month of May, Had Chang Yea mao lost his action he would he created without the consent of the British and work resumed, the Board of Commerce Articles of Association provides that the com. Nevertheless, the defendant company, not bai 1903, are of a remarkable nature, though I de probably have fared very badly at the hands of North, Bomeo Company), but such consent will grant leave to Director Chang Yu Nan to
yo abroad, pany shall forthwith enter into an agreement ini log able, or poi choosing to agree with his ; not pretend to have given a complete stata l'his Government, who had charged him with shall not unreasonably be withheld.
been seriously disputed before me, and at all events find as a fact, that the terms of this memorandum formed the basis and foundation of the arrangement and were well understood by
His Lordship': Very well. You understand there are those two declarations, there is the reservation of damages and there is the order for costs.
Mr. Hamilton, &.c. I do not understand whether your lordship intends the defendant company shall pay the costs of the action so far as they have been occasioned by the charges of fraud brought against the Moreinps,
Hi Lordship; intend that the defendant company shall pay all the plaintiffs' costs.
Mr. Hamilton, &.c.: Your Lordship grant a stay pending an appeal?"
His Lordship: There is nothing to say. can only make a declaration,
"THE TIMES" COMMENT,
farms all along the canals in China. These affect the canals somewhat, but not so much as are profitable. The coming of railroads will may be imagined, for the rail-roads, will very money will make China's canal system in the largely build up a trade of their own. A little future what it has been in the past, the greatest
on earth.
THE British Borneo Exploration Company, with a nominal capital of £500,000, has been registered. Of this capital the British North Bomeo Chartered Company receive 100,000 1 fully-paid shares for the concession. The object is to acquire farms, mines, properties, will, in British Borneo or elsewhere in the Eastern Archipelago; to adopt an agreement with the British North Borneo Company and the British Boraca Syndicate, Limited to undertake any financial operations, &c. The
I
ENEMIES OF THE CABLE COMPANY, for even when the cable does stand the strain of being lifted the surface the easiest way for the fisherman to get clear is to cut the cable with an axe. The whole cable throughout is armoured with steel strands wound round the outside and that designed for shallow water has stouter armouring than the rest. The shore ends are laid independently as a rule and the main cable is spliced to it al reaĮ this even in calm weather is a ticklish piece of work and in heavy weather proportionately worse. As may be seen in the Liseum big roller over the bow is used for pick ing up the cable off the bottom when it has been found and bringing it inboard for splicing. Besides appliances for picking up the cables off the bottom the ship must mark buoys which can be shipped at in also be fitted with places for carrying large
tervals to mark where the cable lids. There' ip. also a large chart room where big scale charte are made showing the exact latitude and longit tude in which the various points along tracks are laid Sights are continually being taken by sun or stars to give the ship's position all along her course and so accurate are these positions that when a breach occurs the ship- can proceed to the exact spot and pick it up without loss of time. The position of a fault or breach can be located by measuring the amount of current which the cable absorbs and
by balancing this against known standards the amount of leakage can be found and it can also be estimated with considerable accuracy how far the cable runs intact before it gets to the leak. The instrument fitted to the Liscum for this purpose can best be compared to as the appearance of those useful articles i it looks ordinary pair of scales, only it has nothing of
in fact more--like-a-complicated switchboard, while what corresponds to the Index on a pair of scales is the spot of light before, mentioned. just as one might deal with a broken end of and weighing it and then calculating its length from the knowledge of the weight of a single yard so it is that the electrician finds what "weight" if one may use the word as an knowing the amount of electricity that one analogy, of electricity the cable absorbs. Then mile of cable would absoro, he finds how
many miles of cable remain intact: It sounds simple but the process is by no means easy and it is wonderful how accurate results are obtain ed at all. They are, however. The electrician tells the man in the chart room what length of
cable is good. Te in turn measures the distance along the cable and that finds the latitude and longitude of the break; he again gives bin results to the captain who brings his ship to the spot indicated and there the fan com mances.mad Bas
CASA DIG TASË,
Altogether the work of a cabla ship
is one of the greatest triumphs of modem
to number of directors is to be not less than three science in a practical shape and as we said
nor more than to The British North before the Whampoa Dock Company had Borneo Company may sppolat one of the first
four directors and one additional director for big task before. them in the conversion of Every additional one appointed by the company transport ship fitted for carrying men and stores on the board. Subject to above, the signatories work as we have been describing."
into a vessel of the type necessary for such are to appoint the first directors, Remunera. tion, £200 each per annum and £100 extra for