THE PEAK TRAMWAYS,
THE AMALGAMATION SCHEME.
PROCEEDINGS IN COURT.
26th ult.
THE HONGKONG TELEGRAPH SATURDAY MARCH 3,
(2) An injunction to restrain, the defendants] from carrying the said resolution into effect, or, in the alternative,
(3) A declaration that the plaintiff, and all the other shareholders in the defendant company who have expressed their dissent in writing from the said resolutions, were not and are not bound to accept the sum of $200 par in Original Jurisdiction this morning, His share, which is mentioned in the said resolution for their interest in the said company, but were Honour Sir Francis Piggott, Chief Justice.entitled to require Messrs. J. D. Humphreys and Son as the liquidatore either to abstain presiding, the case was heard of D. E. Brown suing on behalf of himself and others versus
from carrying the said resolutions into effect or the Hongkong High-Level Tramways Co., Ld.,
to purchase their interests at a price to be de- and Mossra. J. D. Humphreys and Son was termined in the manner prescribed by section 201 and 202 of the Companies' Ordinance, opened.
1865.
(4) Costs,
Hon. Mr. H. E. Pollock, K.C., instructed by Mr. John Hastings, appeared for the plaintiffs, and Mr. E. B, Sharp, K.C., and Mr. M. W. Slade, instructed by Mr. J. H. Harston, of Messrs. Ewens, Harston and Harding, ap peared for the defendants:
The statement of claim was as follows:- 1. The plaintiff is generalagent in this Colony of the Canadian Pacific Railway Company whose office in this Colony is situate in Hotel Mansions, and he is suing in this action on behalf of himself and the other shareholders of the Hongkong High-Level Tramway Co. Ld.
3. The first defendants are a Limited Com- pany registered in this Colony, which was and works a tramway from S. John's Place to Victoria Gap at the Peak, which tramway was constructed and has been and is being carried on and worked, under the provisions of Ordin. ance No. 2 of 1883, (formerly known and num- bered as Ordinance No. 6 of 1883)
The defendants, Messrs. J. D. Humphreys and Sou, are the general managers of the de. fendant Company and were. nominated as li-" quidators thereof by the special resolutions hereinafter referred to.
5. On or about the said 22nd May, 1995, the second defendants also caused to be circulated another notice convening a meeting for the 3rd June for the purpose of considering the advisability of the dissolution of the company and for the purpose of passing the following resolutions: (1) That is desirable that the company be dissolved and that it be wound up voluntarily. (2) That the general managers
THE DEFENCE.
The defence adduced was, that the defen. dants admitted the first eight paragraphs of the statement of claim, and say that the special resolutions therein referred to were valid and effectual. They admit paragraph 9 of the said statement, and say that the tramway and une dertaking of the defendant company has not been sold or disposed of, and that the obtaining of the approval of the Governor in Council is not a condition precedent to entering into an agreement for the sale of said tramway or undertaling.
formed. He said that re-construction bord no fixed technical meaning, but the most essential part of a re-construction was the formation of a new company to take over the assets of the old one.
His Honour asked if it was possible to have a re-construction without section 161. In Palmer it was laid down that there were the following modes of ro-construction. The first was by special act of Parliament; the second by means of a sale sanctioned by the Court: and the third by voluntary winding up and proceeding under section" 161, the fourth by means of an exchange of shares, followed by a voluntary winding up; the fifth by means of a sile before winding up, to be paid in shares of
the new company.
· 4
tho
Supposing there had been no allusion to shares here, and that it was wound up, and liquidator appointed who sold the under taking of the old company to the new company simultaneously created for purpose, it does not matter what the proceeding is called-it is a legitimate transaction which would result in the new company carrying on the business of the old Whether it is called re-construction," "re organization," or "amalgamation," is quite im-
Inaterial.
His Honour: The difficulty. I felt was whether the re-construction as mentioned in the notice that the undertaking would be sold to the new company, and, as you put it, a com- pulsory sale of shares for cash is possibly a re-
construction.
Mr. Sharp: You can only set aside such a transaction on the ground that it is fraudulent, The company was wound up by the consent of the majority of the shareholders, and the liqui- dator was appointed. He has statutory powers and he chooses to sell the new company.
With regard to paragraph 10 of the state- ment of claim the defendants deny that the second defendant at any time agreed on behalf of the defendant company to purchase any right, benefit or advantage possessed by Alexander Findlay Smith, or to pay therefor out of the funds of the de- fendant company the sum of $25,000, or any sum to Alexander Findlay Smith, or the sum of $10,000 or any sum to the China Commercial Company. With regard to paragraph 11 of His Honour: The precedent of re-construc the statement the defendants say that by an tion did not contemplate that-- indenture dated the 17th October, 1905, but Mr. Sharp I don't think it matters what the actually executed in the first week of August, transaction is called.
His Honour: The point, now, is whether 105, between the said A. F. Smith and E. S. Kadnorie nad the China Commercial Com-here was sufficient notice to the shareholders; pany, Ld., A. F. mith by the direction of whether the notice which was first for re-con- E. S. Kadoorie and in pursuance of ap struction was sufficient, as it afterwards turned agreement made between F. S. Kadoorie and
out to be proceedings by way of sale to a new A. F. Smith assigned all his rights and in-
company for cash. terests in the Bill promoted by A, F. Smith for n new tramway to the Peak to the China Commercial Company, Limited, for the sum of $15,000. The delendants deny that said sum of $25,000 has been paid or agreed to be paid out of the funds of the.defendant company.
The second defendant admitted that on the 18th October, 1993, they consented to the registration of the "Peak Tramway Company, Limited," but they deny that they assigned or purported to assign the undertaking, busi
Mr. Sharp-It is not re-construction under the Act it is wholly independent of the Act. It was a perfectly proper, transaction, which may or may not be called re-construction.
Mr. Pollock: But the payment- Mr. Sharp, continuing his argument, said that the $10,000 paid out of the funds of the old Company to Messrs. Benjamin, Kelly and Potts was for brokerages and other legal charges not for promoting the scheme as stated
"AN UNPARDONABLE OFFENCE”
་་་་।
ENGINEER'S CERTIFICATE CANCELLED.
18th ult.
At the Harbour Office this morning, before Captain the Hon. Barnes-Lawrence, Harbour Master, an Inquiry was held into the cir- cumstances connected with a charge of negli- gence preferred by Thomas Watson Robertson, superintendent engineer of the "Star" Ferry Co., Ltd., against the enginger of the ferry Launch Morning Star, which occurred on board the launch on the 17th and 20th instant in the harbour.
1906.
THE " CAO BANG
63
ALLEGED UNKEST IN CHINA.
.....
AMERICAN ALARM. The Manita Cablenews prints the following mensage dated, Peking, Fab, 23:-
The Government of China is in dread of an uprising directed against the throne as well as against the foreigners. The court officials have informed the representatives of the Powers here that they have reasons to believe that a concerted effort will be made throughout the empire by the disaffected elements to end the reign of the present emperor, and to seat a pure Chinese, or to form a republic.
The court does not know enough of the alleged rebellion to seize its leaders, but sus pects are being arrested every day. The officials are in terror of the expected onslaught, and seek counsel and aid of the Powers. It is believed here that the Powers will throw heavy garrisons into the principal Chinese cities, at the request of the Governinent, who fear the interual troubles more than the possibilities of aggression by foreigners.
SAIGON DOUBTFUL OF HER SALVAGE.
28th ult The Cao-bang, says the Courrier Saigonnais, is still on the island of Pulo Canton, and its situation has in no way improved. By the Occunten there has arrived at Saigon M. César, the engineering expert of the Messageries Maritimes Company, M. César has been specially sent to consider whether the Cabang can be refined, and is accompanied by M. Mazich, who is connected with the Toulon arsenal, and whore services have been lont to the M. M. Company. Prior to the arrival of The complainant stated that on the 17th Mt. César, a careful examination of the vessel's instant, at 12.45 p.m., he was on board position had been made for M. de Bailloud, the the Morning Star going across the har- Company's agent-general, by M. Ristorcelli, bour Witness went to the lower deck and the company's manager at Saigon, in company locked down into the engine-room and saw the with Mr.Jameson and M. Mazich. From that fireman on duty working the engines. He examination it was clear that the refloating of went below at once to see if defendant was the Cao-bang presented great difficulties. Mr. present. When the fireman had started the Jameson demanded a million franes (£40,000) to refiont the vessel and tow her to Hong- engines be returned to the stakeholo-an
Commenting on the situation our Philippian entirely different compartment from the engine-kong. The repairs which would be involved room. Witness remained in the engine-room were estimated to cost more than another contemporary says:There is little doubt that the authorities at Washington realize the all the way across the harbour and during that millios francs. The Coo-bang cost when new time there was no one in the engine room but three millions, so that it is almost hardly worth gravity of the situation and that in the estima himself. When entering between Nos. 2 and while spending 80,000 in re-floating her, tion of the war office the temper of the Chinese Another reason for this view is to be found in is dangerous. On the other hand, the British Jwhaives the fireman again came from the
authorities at Peking say they expect no trou stukohold and worked the engines into the the fact that under French law merchant vos
ble just now in China, and officers of our nriny. camber. On returning to the main deck, after sels subsidised by the French Government
who have either just returned or have received the Morning Star won moored at the wharf, must not be repaired in a foreign country, and
letters from brother-officers travelling as ex if the Cao-dung were repaired in Hongkong the engineer passed witness, having presum
she would cease to be a subsidised vessel. perts through the celestial empire, state that ably been informed that witness had been in the engine-room.
Consequently it was to be expected that reports of agitation against foreigners are vary the Messageries Maritimes would prefer touch exaggerated. As far as they can see, C. Xavier corroborated the evidence of the
build a new vessel in France for the trade the country is peaceful. No sigus uf especial An officer who last witness, and added that when he saw that
to the Far East. That was a reason which military nectivity are visible. the engineer was not at his post witness sent
has just returned from an extensive trip:hrough the fireman to call defendant. After the freed the people of Saigon to regret ance man had returned, witness saw the engineer again that there were no docking facilities the interior states that all is ostensibly peace- at Saigon. Very fortunately, however, ful and the natives show no hostility. A mis getting out of his bank. He (defendant) was asked what he was doing there but gave no that important equipment of the port is sionary also writes that he has travelled among the natives, with their revolt in mind, and has reply.
to be provided shortly. M. François Deloncle has conferred with M. Clementel, Minister of seen no evidences of anything but the usual the Colonies, on the subject and it has been spirit of patient and plodding attention to their decided to appropiate 16 million francs-out work, and no interest in either domestic or af a total sum of 80 millions, to be devoted to foreign politics or policy.
In the meantime, despite all opinions pro works of public utility-towards the construc.
and con, the American army is being prepared tion of a graving dock, etc. This is also to be i connection with the defence scheme of for emergency, Troops stationed in the islands
were ordered over a month ago to put in their' the French Government in Indo-China, But, continues the Courrier Saigonnais, before there requisition for heavy clothing, and to prepare is a dry dock where will the Cao-bang be? for field service. Pack trains are being organiz Some of the officers of the vessel are still in theed. Practice marches are in order, and to-day vicinity of Pulo Canton. When the vessel is it is reported that each battalion of infantry is given up as a hopeless wreck it will then pass to be supplied with two gatling guns, the place de resistance for cleating obstructed streets of from the M. M. ompany to the Government. The Courrier, it will be seen, is far from desling with mobs. The two transports which bear the extra regiments of infantry and singuine that the vessel will be refloated.
artillery are on the way and the troops are said to bring with them four million cartridges and irany shells.
The Harbour Master-How many engineers are there for each launch?
Mr. Robertson-There are two engineers (or ench vessti, who divide the hours of running between themselves, viz: 13 hours per day.
In his reply, defendant said that on the day in question he was only out of the engine-room for about eight minuts to get a lowel to wipe. his face and it occurred when the Morning Star was half way across. The fireman was in the habit of leading a hand in the engine-room but defendant denied asking him to look after the engines.
Capt. Barnes-Lawrence, in summing up, said that the complaints showed a very gross neglect of duty. Defendant admitted the first case of not adhere to truth. "To leave the engine. room under the circumstances brought to light," continued the Harbour-Master, is an unpar donable offence, and one which might have endangered the lives of the passengers on board at the time. The defendant's certificate was cancelled.
THE NEW EMPRESS.”
C. P. R.'S NEW STRAMER LAUNCHED
fa
SINGAPORE HARBOUR.
SCHEME PROPOSED INVOLVING OVER
ONE MILLION STERLING.
3. The plaintiff and one Allan Cameron, and certain other persons who dissented from the said special resolutions, were and still are shareholders in the defendant company.
4. Op or about the 22nd May, 1905, the second defendants as general managers of the defendant company caused to be circulated to the shareholders a circular, convening a meet. -ing for the purpose of sanctioning the re-con
struction of the company, the object being to enable the company to acquire and construct a new tramway to the Peak which otherwise would be constructed by an independent com- pany necessarily working in direct opposition to their company, which would, the managers considered, be fatal to the continued existence of their company as a dividend-paying.concern, and they had therefore been strenuously opposing that scheme, but finding they were unable to prevent it they made arangements
Mr. Sharp then dealt with the grounds of with a view to amalgamating the two concerns,
ness or property of the defendant company., objections urged by the plaintiff against the negligence but in the second his statement did so the proposed re-construction would be
On that date the second defendants entered special resolutions referred to, and then touch- advantageous to the company, and the principal into an agreement with the Peak Tramwayed upon various points which arose in the course shareholders had exprcised their cardial
Co., Ld, to assign to that Company the under of the arguments. The first of these was the -approval of the plan. In case the reconstrucaking, business and property at a future date node of arbitration. While they admitted tion was sanctioned the profits made half-yently and subject to the fulfilment of the conditions they had offered arbitration to the plaintiff, would be made up to the 31st May and then
of the said agreement. The conditions of that they denied that plaintiff was entitled to
At the last meeting of the Legislative Coun- distributed as dividend.
agreement have not been fulfilled and the un- arbitration at all. The defendants might
cil of the Straits Settlements the Colonial dertaking, business property has not been consider the mode, if any, of arbitration to
Secretary gave notice that at next meeting he assigned.
which the plaintiff was entitled. Upon that
would make the following motion:-" That point he would only observe that the
this. Council approves the acceptance of the Articles of Association over-rode section 102.
tender of Sir John Jackson, Limited, for the con He also submitted that in any case the resolu-
struction for a sum of £1,030,693 of the works tion to wind up the Company was valid, and
for the improvement of Singapore Harbour as the other resolutions could be confirmed.
The C. P. R. steamer, Empress of Irelund, Whatever happened, continued Mr. Sharp, the was successfully launched on Jan. 27 from the proposed in the report of Messrs. Cooder Sion and Matthews, dated 15th February, 1904, paint to be considered was that of the share-large gathering, including many Americans and
commended by the Consulting Engineers in holders who were away from the Colony, but
the telegram from the Crown Agents for the with which His Lordship had nothing to do, The Empress of Ireland is a twin screw
Colonies dated 13th February, 1906, the depth The Articles provided for a ten days' notice of steamer of 14,503 tons and 18,000 horse-longside the qay to be 18 feet admitting any meeting, and if shareholders chose to re- pawer; her engines are built to develop a
of a depth of zo feet hereafter, by further inve themselves out of reach of such notice it speed of 18 knots, with a reserve of two knots, dredging, and on the understanding that the was the fault of no one but themselves if they quailing 20 knots. She will have accom-
contractor agrees to construct the two outer previously neglected to appoint legally con- modation for qiz first-class passengers. The
protection moles if required by the Colonial stituted attorneys with power to represent them maiden voyage of the Empress of Ireland will Government within two years from the ac at meetings and record their votes, or if, having be made in June to Quebec and Montreal,
ceptance of the tender." Mr. John Anderson done so, such attorneys neglected to attend such
remarked that, this involved questions upon meetings and record the votes they were em-
which one would desire some information, such powered to record, and the shareholders must
questions as what was proposed to be done in abide by the consequences of such absences.
Connection with the Singapore River and what with regard to the extension and development Was proposed to be done by the Government of Tanjong Pagar. These were questions which bore more or less on this motion, nd he suggested that further information upon the subject should be afforded. lis Excellency replied that the Government would be perfectly willing to give any hon, member of Council any information in its pos: With regard session bearing on this matter. to the special points-the question of Singa pare River and fanjong agar-the case of Tanjong Pagar had tri find the money to meet all charges upon it. With regard to the Singapore River, there was no intention on
be and they are hereby appointed liquidators. assignment to the Peak Tramway Company in old company was in liquidation. Another Fairfield yards, Govan, in the presence of a excluding the South and East Moles, as re
(3) That the liquidators be and they hereby are authorized to consent to the registration of a new company to be named the "Peak Tram ways Company, Ld with a memorandum and articles of association which have been pre- pared with the approval of the consuliing Committee of the company.
6. That the liquidators be empowered to Bell to the Peak Tramways Co., Ld., the ander taking of this company at the price of $200 per share either in cash or in shares of the new company at the option of the shareholders of this company and to enter into all necessary agreements to that effect.
Chould the above resolutions be passed by the requisite majority they will be submitted for confirmation as special resolutions to a second extraordinary general meeting which will be subsequently convened.
7. In pursuance of the notice the meeting was held on the 3rd June, 1905, when the aforesaid special resolutions were, or purported to be passed, the plaintiff and other shareholders of the said company dissenting from, and voting against the same.
8. On the 20th June, 1955, the second meeting was held for the purpose of confirming the said resolutions and they were or purported to be passed, plaintiff and the other shareholders again dissenting from and voting against the special resolutions.
9. On or about the 26th June the plaintiff and other dissenting shareholders gave the defendants a notice in writing to abelain from carrying the said special resolutions into effect or to purchase the interest of the plaintiff and the other dissenting shareholders in the defend. ant company, in pursuance with the provisions of section zor and zoz of the Companies Or dinance of 1865.
With regard to the 13th paragraph of the statement of claim, the defendants said that by an agreement dated. 25th October, 1925, the China Commercial Co, Ld. ageed to assign to the Penk Tramway Co., Ld., all the rights and Interests of the said firm, under the said consideration of the sum of $35,000, and not $25,000 as in that paragraph stated, but the said sum of $35,000 has not been paid and the said rights and interests have not been assigned. The defendants also said that the plaintiff had no rights under sections 201 and 202 of the Companies Ordinance of 1865. By article: 109 of the Articles of Association of the defendant company, it is provided that every question of difference that shall arise 'be tween the company and any person having any interest and right in the company shall be referred to arbitration in the manner lierein laid down.
On the 27th October, 1901, the defendants,
desiring, if possible, to avoid further litigation and delay, and being satisfied that the price of $100 per share, fixed by the said special resolutions, was a proper price offered the plaintiff to submit the price to be paid for his bare and interest in the defendant company in the manner provided in the Articles of Association. The defendants were under no legal obligation to make such offer, and the plaintiff has no right to have the price determined by arbitration under the Articles or any Ordinance at all, and the said special resolutions, under which the price was fixed, are binding on the plaintiff,
The plaintiff, by his notice of dissent referred to in paragraph, elected to treat the said special resolutions as valid and effectual. Those resolutions were confirmed on 20th June, 1905, and the plaintiff gave his notice ol dissent on the 26th idem, and during the months of July, August, and September, 1905. was negotiating with the defendant for a larger price than $200 per share for his interest in the said company, and on the 15th September received notice that the liquidators intended to carry the spe cial resolutions into effect. But the plaintiffs did not commence this action until the 24th October, 1905, after the Peak Tramway Com- pany, Ld, bad on the 18th October, 1905, been formed and registered as aforesaid, and after the agreement of the 18th October, 1905, with the Peak Tramway Company, Ld, had been entered into in pursuance of the powers given to the liquidators by the said special resolu It. in or abour the month of April or Maytions. The delay of the plaintiff in bringing 1905, without the authority of the shareholders this action was unnecessary and excessive and the second defendants agreed to purchase the disentitled him to relief by way of injunction. interest of Mr. A. F. Smith in a Bill for the Save as aforesaid the defendants denied all construction of a New Tramway to the Peak, the allegations contained in the statement of and to pay therefor out of the funds of the de-
claims. fendant company the sum of $25,000, and the further sum of $10,000 to the China Commercial Company.
10. The defendants did not, prior to the meet. ing, obtain the approval of the Governor in Council to the sale or disposal of the tramway or undertaking of the defendant Company, which approval is by, section 45 of the said Ordinance No. 1 1883 made a condition pre- cedent to such sale or disposal, and so far as the plaintiff is aware no such approval has since been obtained.
Counsel were heard on both sides.
ed for the defendants.
27th alt. 12. On the 17th October, 1905, the said A. F.
The Hon. Mr. H. E. Pollock, K.C., instructed Smith assigned all his right, title and interest by Mr. John Hastings, appeared for the plain- in the said Bill to the China Commercial Com-tiffs, and Mr. E. H. Sharp, K.C., and Mr. M. W. pany, Ld
Slade, instructed by Mr. J. H. Harston, of 13. On the 18th October, 1905, the second Messrs. Ewens, Harston, and Harding, appear defendants, disregarding the said notice served on them by the plaintiff and other dissentient shareholders, caused a company to be register ed in the Colony as "The Peak Tramways Company, Limited," and on the same day en tered into an agreement whereby they assigned or purported to assign all the undertaking, business and property of the defendant Com pany to the Peak Tramway Co., Ld.
14. By an agreement dated 25th October, 1905, the said China Commercial Company, Ld, assigned to the said Peak Tramway Co Ld., all the right of the former company in consideration of the sum of $35,000.
15. The plaintiff submitted that the special resolutions were ultravires and void because the notices were not in proper order and did not give sufficient information to the share. holders as to the intended scheme, the capital of the Peak Tramway Co., Ld., being $750,000 which was six times the capital of the defendant Company.
The Plaintiffs therefore pray
(1) A declaration that the resolutions which were or which purported to be passed and confirmed at the meetings of the shareholders of the defendant company, held on the 3rd day of June, 1905, and the 20th Jane, 1905, respectively, were and, are ultra virar and Told.
Mr. Sharp maintained that it was unneces- sary that the Ordinance should be affected va.. less it was proved that section zor of the Company's Ordinance applied. The scheme should be indicative. "My friend says he agrees with that," remarked Mr. Sharp,
Mr. Pollock-I don't say I agree with tha'. Mr. Sharp-I would refer your Lordship to the Imperial Bank case of 1858, on the question of whether the liquidators should bo empowered to carry out the arrange ment entered into by the shareholders of the bank. Proceeding, Mr. Sharp said that according to Lord Justice James the plaintiff said: "I will ruin you unless you buy me out," that was to say that they had tried to threaten the Company unless terms were ar- ranged. It was a small point but one which should be remembered by the Court that every shareholder should be taken to know the Or dinance under which his Company's interest and memorandum were formed.
Touching upon another point, the Court was always ready to support the majority against dissentient minority, in all that majority did which it was empowered to do and may have done irregularly. This was a proposition of law. The defendants did not, of course, admit that they had done anything irregular. What would happen if the plaintiff succeeded in this
se?
:
Canadians.
TOURIST TRAFFIC IN JAPAN.
IMPROVEMENT OF FACILITIES. FOR TRAVEL.
The Nichi-Nicht has an article in which it urges the improvement of the internal com- munications of the country so that the influx of tourists into Japan may be encouraged. There is no doubt, says the Tokyo journal, that the number of tourists coming to Japan is year- His Honour: You mean if he obtains an inly increasing. In 1904 the number decreased in consequence of the war, yet it reached 13,500, junction?
Mr. Sharp: Yes, my Lord; one of two things while during the second half of last year, with would happen: The resolution would have to an assurance of peace in sight, visitors began increase, the total reaching 15,000 in round be passed over again-there is no doubt about that, and no point must be overlooked, as we figures. There is scarcely any doubt that the are not the new company after all, although incoming of Europeans and Americans into we are in a position to exercise control gener. Japan will have a beneficial effect on Japanese ally. The new company has been registered politics,, science, and art. At the same time with our consent, and it could act indepen- tourist traffic, financially considered, is a most dently of us. If it did we should be left important subject. The part Japan played in in an awkward position. It has entered the late war has induced foreigners to become into a definite and binding agreement to interested in the country and the Japanese, and buy Findlay Smith's concession from the has given them an incentive to study the people and their institutions more. clusely than was China Commercial Company, and will have to carry out that agreement. It night carry done before. If to this class of visitors tre out the new line after all-I don't say it added those who are attracted to these shores would, but one of these two things must occur: principally for the purpose of pleasure, it is cor- either we must pass this resolution over again, rect to assume that the number of tourists will Estimating that each or, what would be infinitely worse, the new gradually increase. company, being in a position to do so, might visitor spends Y1,000 on an average in Japan, -the amount expended by tourists in 1904 act against us and do what the majority of the shareholders decided to prevent, by agreeing to totalled 13 million yen, and it millions in 1905. amalgamate. I submit, also, therefore, that the It is likely that the revenue from this source
will increase so long as there arise no circum new company ought to be joined in this case.
Pis Honour: Plaintiff asks for an instances which would adversely affect tourist junction to prevent the resolution being entried traffic. The question is, therefore, well worth out, and you say the new company should serious consideration on the part of public men. During the last ten years the balance of have been joined?
foreign trade has been unfavourable to Japan, continues the Aichi-Nicki, and Japan must pay to foreign creditors for many years to come 70 or 80 million yen annually as principal and
If under such circums ipterest on loans. tances, the number of foreign tourists and the amount of money spent by them in the country increase, it will have the effect of moderating the outflow of specie. A class of optimistic critics advocate the promotion of industry and the ex- portation of manufactures as a means of refund ing the loans. While there is doubtless much truth in what is urged, it must be borne in mind that Japan, unlike America, has no practically inexhaustible natural resources, and also that there is a limit to the productive power, of the people, however hard they may strive. The increased export of manufactures, therefore, can hardly be regarded as the only means of solving the financial problem, and the people ought to turn their attention in other directions, The attraction of foreign visitors to Japan in larger numbers is surely one of the means 10 this end. The building of hotels, parks, and other pleasure resorts, the organisation of Guide Associations, etc., are all very well in their way, but they are matters of detail, What is more important is the perfection of the facilities for travel and communication, to redace to a minimum the present obstacles and inconveniences incidental to travel. If this is done the volume of tourist traffic will increase without artificial encouragement. The improvement of the mechanism of communica tion is necessary not only for the attraction of visiters bot for the development of commerce and industry. Anyone who is conversant with the large revenue which Italy and Switzerland derive from tourist traffic, concludes the Nichi- Wich, will readily understand the important nature of the proposition..
Mr. Sharp: Yes, my Lord; for to set aside the resolution would be to set aside the agreement, and that could not be done without the new company being before the Court,
The plaintiff know long before the meeting of the existence of the scheme; and at that meet ing he asked questions with a request for con- 'firmation of the existence of the scheme, s0 that if there was any insufficiency of notice the plaintiff by his action waived it, and only raised the question when he found he could not get out of the company what he wanted,
CASE ADJOURNED.
28th ult.
Owing to the expected lengthy arguments of counsel the case of the Peak Tramway was set for hearing to-day at 10. 30 m. instead of 11 a m. as usual, but when these interested in the case assembled in the Court the Deputy Re gistrar, Me. J. W. Lee Jones, announced that, owing to the sudden indisposition of Mr. Ewens, who was material to the proceedings, and his inability to appear in Court, His Honour Sir Francis Piggott, Chief Justice, had decided to adjourn the case until Monday week, the 12th próx, at vi a.m.
THE Standard Oil Company has applied to the authorities, through the City Office of Moji, asking for permission to erect oil-tanks at The question arpas whether this Company Kamoriye, Moli. Three tanks are proposed to fell under section 201 or whether it was a be set up, the largest being 30 feet high and 70 scheme that could be carried out independeally feet in diameter, the next 20 feet high and 35 of the section. That was a matter that could be feet in diameter, and the smallest go feet high decided afterwards. He submited that it was a and ro'feet in diameter. A pier 1,Boo feet long scheme which must imply the knowledge by all will be erected for large steamers, to enable the shareholders of the law under which. It was them to load and discharge cargo alongside.
the
part of the Government of rushing the matter upon the Council, but as they knew he was going on short leave and it was thought desirable to have some spicion on the subject before he went home, that was the only reason they desired to have, at any rate, a begin ning of the discussion at the following meeting. It is estimated that the work will occupy some eight years.
Each day fresh developments are expected, but until the time comes when we may be taken into Uncle Sam's confidence, specula- tons on the topics of the day by various men of affairs will prove interesting and we can at best console ourselves with the glad tidings that our Uncle Samuel is for once" "forehanded," and determined not to be caught napping,
OSAKA SHOSEN KAISHA
THE SHIPPING trade and UNPAVGUR- TABLE RUMOURS. ^.
It appears that the unfavoumble conditiona prevailing in the Japanese shipping trade consequent upon the large number of vessels available are giving rise to various rumours with reference to the situation of the Osaka Shosen Kaisha, and some of the larger share. holders of the company are said to be selling, In reply to these ramours the Osaka Asant states that of course the Osaka Shosen Kainba cannot be exempt from the difficult position in which all the steamship owners in Japan find themselves at present. Vicissitudes are liable to attend business, but there can be no caula at present to fear for the prosperity of the O.S.K. The Osaka journal gives the position of the company as ascertained from the proper
source.
The total profits of the company for last month, says the Asahi, amounted to visste, against Y174,621 for the cor espond. ing month of last year. There are no signs of improvement in the business. The month of February is generally a bad one for the ship- ping business, and so far it is impossible to hope for any better result than in the previous month. The paid-up capital of the company in the first half of last year stood at Y8,250,000, and it is now Y10,000,000. On this increase
in capi al, the profits for last month showed a heavy decrease as compared with January last year decrease caused by the advance in- coal and increase in general working expenses, but little increase in receipts. The receipts and expenses of the company for last month are compared with the corresponding month. of last year as follows:-
RECEIPTS,
Freight... Passengers Charter money....... MAIZURU AS A FOREIGN PORT Government subsidy
Sundries
Total.
Total.
This year. Last year. Y44641 V417,408 173,509 $30.996
131,190 98,014
139,817
87,124
55,055 36,585
'904411 Y811,930
EXPENSES.
FUTURE OF THE JAPAN SEA TRANE. Japanese papers report that the Government
Y365.778 $194,613 93,805 87.188 the port of Maizuru to foreign trade, and a Bill Working expenses has practically decided upon the opening of Ships expenses.....
70,000 Office expenses
65,074 to that effect will be introduced into the Diet
31,179 13.921 during the present session. Japan's trade withTax and other dues...... Chatter money......................
156723 219.375
74,416 growing, and of course the development will Sundries...
57,137 North Korea and Siberin has been steadily become even more marked in the future with
Y789,901. V637.308 the development of Korea and Siberia. V adi-
The coal expenses, which amounted to vostok is now the only Russian_commercial port in the Pacific, and as such its future impery89,000 for January last year, increased to tance will be greatly increased. Among the open- ports in the Japan Sea are Niigata, Miyazu, and Tsurugs, but the first two are of little value and only the port of Tsuruga is used in Russian trade to any extent. Recently the Standard Oil Company constructed oil tanks at Tsuruga, but owing to the exposed condition of the harbour, considerable difficulty is experienced in loading and discharging- For these reasons the authorities have endea- voured to select a good harbour in the Japan Sea, so as to encourage trade with Kuren and Siberia, and finally decided on the opening of Maizazu.
Y155,000 last month. Salaries and wages ac› count rose from Y46,0co to Y65,000, and the cast of food from Y19,coo to Y70,000. There is no p a pect of the coal market going down a few months hence, and the pay list is now reduced to the lowest possible figure. Recently many hands were dismissed, but this does not reduce the expenses for six months by more than Yzo,cos,
Referring 10 the prospects of the working for the present half-year, the Araki observes that activity in the shipping business commences generally by the middle of March, and there can be no room to doubt an increase from April Maimuru, where a Port Admiralty is now
in the receipts. Taking the average monthly situated, has made much progress commercially profit from March at V450,000, the total at the since the completion of the Hankaku Railway end of the June will be about Y400,000, the which now reaches the town, and it is destined surplus brought over from last account, will to become a distributing centre for the San-la
amount to Y1,230,000 With Yec0,000 set and Hokaraku districts. The construction of a aside for the reserves, insurance. &c., the railway to effect a connection between the two balance will be only about Y330,000, equal to piers which are being built it now proceeding, about 6 per cent, per annum on the capital
and nothing will be left to carry forward. 16- A dredger is also at work in the barbour to allow for the accommodation of large vessels, activity sets in a decline in freight cannot be and the dredging operations are expected to be avoided in consequence of the remarkable in completed by April next. The Kyoto Pre- crease in shipping. Great difficulty will be en- countered by the company, concludes the foctural Government intends, it is reported, to disburse Y200,000 for engineering work in the Asaki, bat the company, has an able man in river Isagu, so as to prevent the silting of the Mr. Nakabaabi, in whom shareholders may harbour, Mr. Sakai, of the Statistical Depart-have every confidence-Japan Chronicle. ment of the Kobe Customs, was recently dispatched to Maizura, and made investigations
in connection with the opening of the port. H.E. YuEN, Customs Total at Shanghal and The location of the Admiralty port and the site Provincial Judge Designate of Kiangsu, will of the new commercial port. being differently band over his scal of office, on the 26th situated, no objections are said to be offered inst, and will then proceed to Canton, to try Toon and the genity and marchanly of Gantoni on the part of the naval authorities-Japan 10 restore amicable relations between Viceroy
Chronica
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