THE CLUB LUSITANO, LD,
PETITION TO WIND. UP.
grd inst.
W.
4
THE HONGKONG TELEGRAPH SATURDAY, JANUARY 5 1907.
SS THE ANSWER; fque foad Maria de Carvalho, a share. Henrique holder in the Club Lusitano, and ex-hon. secretary of the last Board of Director, filed
At such to the petition for wlad the following
Henrique Jose Maria de Carvalho,
of No. 24 ley Street, Victoria, in the Colony of the said Directori ́to raise'a, eutn sot exceeding 'b disloyal to His said Majesty, he resigned |:community were of any loss social grade altoġettier is not; sms As a matter of fact the ongkong, book-keeper to the Union 19. urance Society of Canton, Limited, of Queen's Buildings, Victoria, afpresaid, declared
It shareholder in the Club Lusitano Imited and am also a member of the Club Lusitano.
S
aid without a single dissentient vole | Tirge number of the members to resign his
An extraordinary ganeral meeting was ac
CHON. MR. POLLOCKS). of Parliament passed in Portugal and extend. [-were inore or less of the same social grade;}
Mr. Pollock: and they were the same as they were before. Hon, cordingly duly convened and held at the said ing to Macao
2. The aforesaid conduct of the said Direct | Me. Leiria was still a' maniber of the Club and | affidavit which was filed premises of the maid Society on the ath Nov
me extraordinary general meeting dilated by the Petitioner Augostinho Guilherme social grade to-day was any different; it is the reference to the Naval and
tors, and members being considered and so he (Counsel) did not think that Mr. Leirin's | wa have not had 4 time - to which all five of the Directors of the said Romano as the representative in this Colony kame as before. Mr. Romano left the Club officers practically-boycotting In Original Jurisdiction this morning before
Society were present, a resolution authorising of His Majesty the King of Portugal to There was an suggestion i
that the Portuguese Pour the Chief Justige the case of
officers of two, of the largest Portuguese; waĘ the petition of certain shareholders of the
$2,500 to pay off the said costs by borrowing the position which he had thereto.before when Mr. Romano was in the Club. If it was ships that's work In
lb«port in 1903, and 1909 Lusitano Club, to wind up was called on,
from the Society's Bankers, or by mortgage field as Chairman of the said Club, and decided to wind up the Company where were attended the Gigb--the offcare both castor Cind when Mi M. W. Stade instructed by Me
of the properties of the Bociety or at erwis: on was subsequently called, upon by those in
mambara going to
they
going to Junior of the AN KAMA And C. D. Wilkinson, of Messrs. Wilkinson and
such tenns as the Directors should think fit authority in the said Club at the desire of a public houses of an evening or were they to lie master and the commander of the gunboat Grist, appeared for the petitioners, and Sir
од their vers
verandahs in the afternoons? Sir often spent bis evanings in the Cimb playing was! Henry Berkeley,, instructed by Mr. P.
though three of the Directors refrain membership thereof.
Henry Inquired: Why this drastie asure, the bildge. don't know that this ili bayi 487 Goldring, f Messrs. Goldring and Tarlow,
ed rom voting on such resolution. The Club Lusitano (as distinguished from
3. In conséquence of
the aforesaid
aid exclusion result of which would be to put money into the appeared for the opposing shareholders.
No confirmatory ineeling was called, but I from the said Club of the leading represents packet of Mr. Leisle? The Club had been actual bearing to influence your Lordship, but..
in it is well :
11 to
the point in reference to Mr. Slade applied to have the case adjourn..the Club Lusitano Limited) it formed o
ath advised that it is doubtful whether any tive of the Portuguese-community in this Co-existence for forty years. It was opened with Mr. Leiria's devit. Mr Follock members of the Portuguese Community some ed to Chambers, whichs Sir Heary opposed, as be did not consider it à case for Chambers, of whom are and some of whom are not share such confumatory, meeting was necessary and lony, the status of the raid Club has consider. great felis, it was a great bɛon to the Portaferred 10% Mr. A. M. Rosa Pereiras", nidavit
I CRAYO holders in the Club Lusitano Limited.
He thought it should have Association in refer the Articles of ably declined and the said Club has ceased to guero community.
which was an important one and which had be regarded as an institution to which Portu been more patriotic if Mr. Leiria bad come not been read by Mr. Sjade yesterday, Cops In answer to paragraphs to to 12 inclusive of guess officials and distinguished persons of forward and contributed a portion of the ortioning, Mr. Pollock, said 1. i wish to point out.. the said Petition I say that at the present line Fortuguese nationality visiting this Colony penditure to malatals that ancient institution, that of the 38 clients of my learned friend:
only ten are members of the Club.. No. 20,
Shelley Streat, is certainly not less than should be entertained,
was a patriotic institution for the benefit of the $35,000 whereas the capital of the
Bald Society
I verily believe that since, andre seated, inercial undertaking Besties that is mind wordship will lake into consideration. 13, coher 1 5:8,000,
of the circumstances hereinbefore related,mercial Bearing
my Lord, roughly speaking, only onge The said premises are free from incumbens of the Senior Officers and very few of the it was not the wish of the majority of third of my friend's clients are members of the the Club to wind up. the club and large Club and uninterested in the continuance of tances and Irespectfully submit that if the scope Junior Officers in the Portuguese Army or
property only was represented the Club, I think that is an important one and powers contained in the Meinorandum of Navy bave visited the said Club. Association of the said Society were extended,
at $18,000. They had the assets and had not and one which, I have no doubt, your Lordship realised them
will no
Mr. Blade then applied that the case be ad- journed sine did.
Sir Henry again opposed, as he saw no rea son for such au 'ndjournment; all parties were ready to go on, and as it was likely to be a very long care the sooner it was commenced the beller.
H Honour then did he would take the
'cise at 2 p.m. to-morrow,
4th inst. In Original Jurisdiction this afternoon at the Supreme Court, before his Honour the Chief Justice the case was heard in the matter of the Companies Ordinance, 1865, nnd in the matter of the Club Lusitano, Limited. There was a large at,endance of atembess of ike Portuguese community who watched the case with appar ent considerable interest.
Mr. M. W. Slade, instructed by Mr. C. D. Wilkinson of Messrs, Wilkinson and Grist, appeared for the palitioners (Missis, A. G. Romano and J. Leiria, Consul-General, and Vice-Consul, respectively, for Ponugal), Bir Henry Berkeley, K.G, instructed in Mr. Scott Haraton, of Messrs. Ewens and Harsion, appearing or some of the opposing share bolders, and Hon. Mr. H. E Pallock, K... in structed by Mfr. P. W. Golding of Messrs. Goldring and Barlow, representing other op- posing members,
The petition was as follows ¡~~-~
To the Supreme Court of Hongkong.. The humble petition of Agustiubo Guilherme Romano, of Victoria, in the Colony of Hong kong, Consul General in Hongkong for Pony- gal, and Joto Joaquim Lean, alan af Victoria aforesaid, Vice-Consul in Hongkong for Por tugal.
Respectfully sheweih as follows
1. The Club Lusitana Limited (herber called the Company) was in the unit of January, 189, incorporated under the Com "panies Ordinance, 1885, ai a Company limited
by shares.
2. The registered office of the Company is at Victoria in this Colony.
3. The objects for which the Company was established are the promoting of social inter cours among the Portuguese community in Hongkong, the providing of recreation, amuse- ment, board and lodging and refreshments to members and their friends, the employment of the profits of the Company in creating a 10- serve fund to meet the deterioration of properly and other requirements, and in giving a divki end or bonus to shareholders and other objects mentioned in the Memorandum of Association thereof,
The capital of the Company is $18,000 divided into 160 shares of $50 each. The whole of the said shares have been issued,
5. Your Petitioners are, and have been since the incorportion of the Company and the allot- ment of shares therein, sliareholders in the Company and together hold 16 shares therein 60 of which are held by your Petitioner Jono Joaquim Leiria in a representative capacity,
6. Shortly after the incorporation of the Company the reserved fund mentioned in the Memorandum of Association was created and was added to year by year unit in the year 1904 the said fand amounted to the sum of 14,500, but in the following year it was fou necessary to expend, the whole of this sum. in repairs and alterations to the emises of the Company, and at the present time there exists no reserve fund,
Wis
formerly a Directar of the said Society the value of the premises of the íaid Society should be invited and where such persone The original idea was not to pay dividende, It Siad an important point that: "thinkkon
Club Lusitano Limited as I allude to the "the said Society" and to the Club Lusitano n the said Club."
1 and held that position from July, 1
1898, to`Aphí, 1906
I have rand a copy of the petition for the winging up by the Court of the said Society. filed herein on the 10th day of December, 1906, by gustinho Guilherme Romano and Jono Joaquim Leiria, both of Victoria aforesaid.
The petitioner Agustinho Guilherme Roma-sufficient nd though a shareholder in the said Society is no longer a member of the said Club.
The statement contained in paragraphs 1.to 4 of the said petition are to the best of my. knowledge, information and belief correct.
With regard to the statement contained in paragraphs of the said petition I say that gestioners now hold 16 shares, 60 of what are held by the said Joho•Jouquim Leiria in representative capacity.
With regard to the balance of the said, 116 shares namely, 56 shares, the Petitioner Agus
nho Guilherme Romano holds-g.
As to the remaining 47 shares (portion of the said 16 shares) the whole thereof are held by the Petitioner João Johqaim Leirís.
of the last mentioned 47 shares, 31 shares were registered in the name of the said foao Joaquin Leiria as recently as the 28th of November, 1906,
The Ressive Fund mentioned in paragraph
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the present indebtedness of and dischane could easily be raised to pay
the said Society.·'
In answer to paragraphs 13 of the said Petition I respectfully submit for the consider. ation of this honourable Court that, having regard to all the face, matters and circumstances hereu hefure mentioned or referred to, and especially having regard to the objects for which the said Society was formed as set forth in paragraph 3 of the said Petition it is not just and equitable that the said Society should be wound up by the Court,
I am supported in my opposition to the said Petition by 31 shareholders of the said Society holding 54 shares therein.
IN SUPPORT OF THE OFFOSITION. ** The following affidavits were sworn to:--? Jose Luiz de Sclavian Ives, of go. to, Upper Mosque Terrace, Victoria, in the, Colony of Hongkong, Broker, said:
of the said Petition was started in June, 89Limited and also a member of the Club I am a shareholder in the Club Lusitano with a um of $1,000 and for the several half.
Lusitano which Club is situate at No. 20, yearly periods occurring since that date the
Shelley Street, Victoria, aforesaid. said Reserve Fund has, according to the pub.
The Club Lusitano Limited is a Society lished accounts of the said Society, stood as
ncorporated under the Companies Ordinance follows
Date.
of Honghung) of 1845 and registered.on ther th January, 3
1893.
June 1894
December 1894....
* June 1-99 (dna
Amouhi Reserve. ..51,000
December 1895
dr 1,000 1000 1,000
Jun. 1896
1,000
December 1896
1,000
Jann 1897
1,000
December 1897 m
1,000
June 1808
1,030
December 1898
1,000
June 1899 ...
December 1899
December 1900.*******
June 1951
December 1921
3,000 2,000 30 ა 3,000... 3,500
December 190ź
3,500 4,000
4,400
December 1903 104 105 June 1954
4,500
་
4,500 J,500
June 1900
June. 1902
December (gog kult
The statement contained in the said para. gap 6 of the said l'etition to the effect that in the year 1905 the said sum of $4,500 (the then Reserve Fund e f the said Society) was ex pended in the necessary repaiss and alterations to the memises of the said Society is correct, bat in paint of fict the repairs and alterations in question necessitated the expanditure of a further sum of 3,740.88-which later sum was paid at of the profits of the said Society during the years 14-and-1905
The said repairs and alterations were, mire or less of a permanent nature and consisted
principally of the alteration of the whole of the ground flour and verandah of the first door of the premises of the said Society; of the con creting of such door with best Englis!! tiles; of the Gring up of a new lavatorys of
the instal late of electric lights and fans throughout the
members; and of the construction of a move building.except in the quarters for boarding able stage with sceneries, &c. for the benefit of the members of the Club.
7. Some of the original shareholders of the Company are now dead and their shares ate bold by their respective legal perstmal repre- sentatives, and other shareholders are not now and never have been inembers of the Club' Lusitano and others have ceased to be mem bers of the said Club, and in consequence of this fact the company was advised that liquors could not be provided for, ind in effect sold by
With regard to the statements, contained in to, members of the said Club and their friends unless a Government license were baph 7 of the saif letition I say that the salts of liquors by the said Society to the mem- tained under Ordinance o. 8 of 1898, and, therefore, for a considerable time past no liquiders of the Club was not discontinued until the refreshments have been provided in the said
Club.
14th September, 1906, after judgment for conts had been delivered against the said Facialy and its directors in Action, 240, 156, uf. 1905. Original Jurisdiction.
B. During the last three years there have been continual disputes between one body of
With regard to the statements contained the shareholders of the Company and members
io pagraph 8 of the said Petition I say of the said Club and anoiler body thereof, that in the best of my knowledge, informa with the result that a number of the said mem-
tion and belel the only dispute which occurr- bers have ceased to frequent the sailed during the period there mentioned was and others have resigned their membership the dis, ute between certain members of the thereof, and recently attempts were made by
lub and the Directors of the said Society those in authority in the said Club to exclude which disputé formed the subject matter of from membership certain other members there.
Action No. 156 of 1906 instituted in this of which attempts culminated in legal proceed-
Honourable Court to the file cupstituting the ings being taken in this noble Cours by record in such action i respectfully crave those members against the Company and its Directors.
9. The costs of the said legal proceedings have been ordered to be paid by the Company and its Directors; but the Company possesses no fund available for the purpose, and is not "empowered by its Memorandum of Association to borrow money. Moreover, a large number of the shareholders in the Company object the said costs being paid out of the assets of the Company.
10. In consequence of the disputes atoresaid and of the facts sat out in paragraph' 7 'hereof the monthly expenses of the Company have for some time past considerably exceeded the sarnings theceuf, and the Company has at the present time no means available for payment of debis due to various creditors.
11. Owing to the existing circumstances bereisbefore related the abfecia of the Com pany as regards the promoilon' of social inter course among the Portu, uese Community can. not be carried into effect, and the carrying on of the business of the
leave to refer so far as may be necessary.
The Club Lusitano (as distinguished from the Club Lusitano Limited) is formed of Men bers of the Portugu, se ·Community some of whom are and some of whom are not share. holders, in the Club Lusitano Limited.
o this affidavit fallude to she Club Lusitano Limited as "the said Society" and to the Club Lusitano as "the said Clubs,"
I was formerly a Director of the said Society and for the space, of about three years preced ing and up to the month of April, 1926, I was President of the said Society.
The anid Club as at present constituted is ́a. successor of two Clubs each bearing the name 'Club Insituno," the first of which being a limited liability com, by was formed in or about the year 1866, and the second of which Clubs (being a private members' Club) was to
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'n
assets.
The
Sir fleary then proceeded to quote author- ities showing that, because certain debts had not been paid by a Company, could not be contended that it was insolvent.
note..
Hi Lordship! You say there are 41 share- holders who stand by.
Hon. Mr. Pollock: There are 41" Continur ing to read from Mr. Pereira's affidavit, Counsel
ů sut ni alí reason to amash up an 'aented there are pe loss than 33-members of the pointed out that of the members he repres
32
his remarku, Sir Henry said it
old institution for the sake of a small debt.” It
is all very well for them to talk about breaking up the Clubs and resuscitating it on better lines
His Honour: I should suggest on more friendly lines.
COUNSEL'S OPENING STATEMENT.
Mr. Stade, in opening, said the facts were ox- tremely simple. The Company was formed several y ars ago, or about 1893, to carry on the Club Lusitano, Theobjectrofiha Company were set out in the mamérandami ol nasociation, and stated that those objects were for the promo-wAS tion of intercourse socially between the mem bers of the Portuguese Cominunity. Last autumn a judgment with costs was viven against the Club, Later it was brought home to the managers that they were contravening the law by supplying refreshments to all, as the Company and the Club were two different in stitutious, and members of the Club were not necessarily shareholders to the Company, and vice versa. Accordingly the bar was closed, and then it was inund that the out-goings ex- ceeded the in-comings, and in consequence the. Club, was carried on at a loss,
1is Honour: You mean the bar? Mr. Slade: No, my Lord, the Clubgenerally, Articles of Association, there was no power le Continuing, Mr. Sinde said that under the
borrow, and in consequence, though. The Club was possessed of considerable unencumbered properly, they, were unable to raise money to pay their debts.
Sir Henry: A mortgage or salę?
Mr. Slade: There is no power to borrow. Continuing, Mr. Stade said that this Company was not a mercantile company, nor a trade, hot purely a Society for social reasons. Ever If the Company were in`s position to borrow the only result would be that in the course of months, or years, the whole of the property and prañis would be eaten up, and the Club would cease to exist, by reason of their having no money to carry it on. Under these circum. stances the shareholders having 321 out of 360 shares are applying to wind up the Company,
that is two-thirds of the shares.
Sir Henry Thiny one of the majority of the shares were acquired within the last months, and therefore candat coum. There must be two thirds of the shareholders of more standing.
Mr. Slade said that the object of the winding up was not to wreck the concern, but to cable Club as at present constituted is full of dissen- sions amongst the members, and consequently a substantial body of the Portuguese communi- ty will have nothing to do with the Club.
Sir Henry and Hon. Mr. Pollock objected to this statement.
'
Sir Henry: Yes. Your Lordship,should dis miss this petition and let them go and shake hands and make it up and be friends.
His Honour: But it does not appear that they are desirous of that.
Sir Henry: Oh, yer ; they are, my Lord. His Honour: Whom are you for? Sir Henry: We are the original members whose "soda water" was over-charged.
His Honour: But the point is this: you ask me to dismiss this petition to enable you to do something which for the past four months you have not attempted to do.
Club as well as shareholders in the Company,
Mr. Slade; if my learned friend will allow me to interrupt for a moment, Ewould like to say here that I am instructed by the directors, through their solicitors, to state that they are of opinion, that a winding up order should be made, but they neither supported nor opposed this application, leaving it entirely in the hauds of the Court. Therefore the stainment that had been made that 41′′ members were; nett-- tral was subject to this medication.
fon, Mr. Follock: There is way out of the present pecuniary difficulties. I wish to. bring an important paint to your Lordship's : notice. This Company and any Company- whether commercial or otherwise--has powar. to sell or charge its property, or any part'
of such property, in order to save it from execution, Continuing. Mr. tollock.argued that all com panica had the power to sell or charge its pro- perty for the purpose of raising money to pay is debis, when it was necessary to save it: from being seized in sxecuilon, and then ba proceeded to quote authorities in support of his argument. It was a very common. iense proposition. Instead of waiting for the bailiffs to come in and seize the property, was more reasonable to raisa the money ba do that they can come back here again, and the property and so save the execution in petition your Lordship again. The obfect of the of a judgment against the Company. Learded Club was to perpetuate the old institution. Counsel continued to quote, at some consider His Honour; They will not perpetuata itifable length, further authorities bearing upon they go od squabbling
Sir Henry: We have not had time, my Lord: Mr. Leiria nstead of throwing oil on troubled walere, comes here and asks to have the only resort for the young men of the Portuguese conununity to be wound up, Where then would he have them go for their social recrea tions and their soda waters? To the hotels and other, resorts? This petition should be dismisse to give them a chance to settle the malter amongst
themselves. If they canno
the point, all of which ware recent cases. :: Whit was the use of the Company standing by while the property, furniture, etc. of the Club was. sold up to pay their debis, when it could be prevented by the Company charging, its pror perty.
"His Honour: But they don't seem to have come to that point.
the best of my recollection formed somewhere it to be resuscitated on firmer lines. The members, and all the authorities he could paffidavits that a rèsolution was passed at, s
about the period 1870 to 1875..
the building, No. 20, Shelle. Street, afore aid at present occupied by and belonging to the said Society is the same building as the which wa formally occupied by the two former Clubs. I have been a Member of all the Clubs since the year 1866. present
Club and as predecessors were formed to supply the social needs of the Por tegnese Community in Hongkong:
The
The particular bjets for which the said Society was formed are set forth in clause No., of the Memorandum of Association of the Petition hereinafter mentioned.
I have read a copy of the Petition for die winding up by the Court of the said Society filed herein on the toth day of December, 1955, by Agostinho Guilherme Ronano and Joaquim Leiria both of Victoria aforesaid,
I have also rea! the affidavit of Henrique Jose aria de Carvalho filed in this matter on the coth day of December, icon, in opposition to the said Petition for the winding up of the said Society and i corroborate the statements made by the said Henrique fose Maria de Carvalho pragraphs 3 to 12 inclusive of his said Affidavit.
•
•NOTHER AFFIDAVIT. . Alfredo Maria Roza Pereira, of No. 1, Duddelt Street, Victoria, in the Colopy of Hongkong, General Broker, said:
In this affidavit i allude to the above-named (11) Lositano, Limited, as "the said Company" and to the usitano Club as the said Club,"
I am a shareholer in the said Company and Secretary and a Directar of the said Company I am also a member of the said Club,
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Sir Henry: No, my Lord, they have had a lesion, and they will not squabble again.
Bir Henry, continuing his remarks, said that the petitioners had no right to come to this Court until the parties had been given an opportunity of settling the dispute amongst themselves. This is a shareholders' petition, in a concern which was gerned by its own duce showed that the Court was always reluct
to interfero in cases of shareholders. The aut price of the refreshments was raised to meet certain increased expenses in running the club and because there was a slight increase in the price of the sodawater a number of young gen. Mr. Slade The Club has gone so far as tlemen came into Court, and your Lordship expel Mr. A. G. Roniano, the Consul General will remember that they obtained judgment fo Portugal.
and costs.
kir Henry's Oh, no, they did not-they did nothing of the kind,
r. Slade: They requested him to
to resign, which amounted to expelling.
rlenty: No, ir did-organd-that was four Years ago, and has nothing to do with the matter.
Hon. Mr. Pollock: That is quite beside the question,
Mr. Slade then proceeded to read the petition, and answer of Mr. H. J. M. de Carvalho against the winding up of the Club. Allud- ing to the affidavit, Counsel referred to the liabilities incurred during the period, when Hon. Mr. Pollock interposed with the remark that the liabilities were incurred and discharged. Reference was alsu made by Counsel to the num- ber of members on the rolls of the Club, and if was remasked by Sir Henry that, during the period 1903-1905, the subscription had actually been raised.
1
His Honour I still do not see why they did not obtain a licence. Perhaps they had not the honey?
Sir Henry: Oh, but they have No doubt they should have got a licence, but that is not
They male a great point of the point here. the fact that the Club had gone down since Mr. Romano had left it, but he did not are why. Was Mr. Romano's leaving the Club any reason for the Club, going down? If my learned friend will admit that Mr. Loin is the son-in-law of Mr. Romano-
Mr. Slade; He is not.
Mr. Pollock: i will establish my 1 proceed, my Lord, and I will show from, the
meeting of the shareholders to fire money to pay off the debt, But no menting was necessary, as the Directors, by article 69 of the Articles of Association, bad power conferred on then to do all things for the benefit of the Club, and the construction of this
article that directors were enabled to
the pro
perty far the benefit of the CRUMBARSA
that the directors might do what a mesting of | the Company could do. The directors hara. the power under the article to borrow, and the | authorities quoted substantiated that point, for they laid down that the powers.conietred.os. the directors included the power to borrow. An important polot is that a company, cannot be considered insolvent Ifit possesses lagul means of liquidating its debts, and it is within the power of the directors to do all things that do not contravene the Articles of Association. Here is no question of Insolvency, for they have legal means of getting money to liquidate their debts. Mr. Pollock next quoted a case as to the test of insolvency and read his authority. He referred to the petitioners' statement es to the expenses of the Company having for some time exceeded: ila income. There were no figures to support that statement and they were very much is the dark what the income and expenditure had been. It stands to common sense that ng : Company can be considered insolyeat when the direcions had the powers and the means of
of that
company. If they liquidating the debts of had the power to ipstitate, prosecuta, com promise any matters of litigation on behalf of
Club, and I do not think that I ought to hear
the company, it necessarily implied that they His Vonour: I know a good deal about this had the power to mite fonds: on the property debts.... Tha"nıticle › was, for the this petition..
Sir Henry: All be, in closer-ke is a blood- relation. This is a petition brought by Uncle and nephew, and is not filed in good faith Mr. Leiria holds about to8 shares of the ma- jority, and I suggest this petition is brought to take advantage of the disputes now going on. Mr. Leiria In desirous of realizing the valuable property he has invested in the Club. Whether Proceeding Mr. Slade remarked that the it it from feelings of revenge, or whether it real trouble is that the Club cannot be con is to put a large sum of money in his tinued on the present lines; it wanted to be packet we don't know, but we suggest that it emodelled on the lines of the Hengkongis not brought in good faith, and if the Court wis satisfied of that then the petition must be Club. The question of the spirit licence was Club required $1,400 a year, or some $200 per then alluded to, when it was observed that the dismissed. mensem, to defay the cost of the ficence.
Continuing his address, Counsel, contended that undeniably the Company possessed sub- stantial assets, but it was in the position of being commercially insolvent since under the Companies Ordinance no power was possessed by the Company to realise its assets unless by winding up There was a great major ty in value of shareholders desirous of winding up. In voting powers they were equal with the opposition by reason of the fact that their powers were more widely distributed. They As a matter of fact, one of the Petitioners, the petitioners), had shareholders' holding 231 Augostinho Guilherme Romano not himself shares.
Sir Henry: They are 38 in person and we a member of the Club,
In opposing the Petion for the winding up by the Court of the said Company, hled by Agostinho Guilherme Romano and Joan toa quim Leiria, a copy of which I have read, I am supported by 36 sh reholders of the said Com- any holding 36 shares in all, four of whom not now, but have been members of the sid Club, I myself hold six shares in the said Company. con.
With regard to the particular statement thined in the said paragraph in the saili l'etition to the effect that a number of the members of the said Club have ceased to fre quent the Club and that others of such mem Vers have resigned their membership thereof, I Say that the number of members of the sald Club during the years 1903, 1904 and 1905 was approximately as follows :---
No. of Members.
v 185
Year.
1903
1994 1905
186 186
In this connection I would respectfully refer to the fact that in the year 1003 the monthly subscription payable by the member of the said Club was raised from $2 to $3 and that the entrance fee was raised from $1 to $5.
With regard to the datements contained in paragraph of the said Pelition I say that at general metting of the shareholders of the in said, Society which was duly convened and
Shelley Street, Victuria aforesaid, on the 27nd Oktober, 1906, for the purpose of considering and deciding as the best means of raining money to pay the costs referred to in the said paragraph of the said Petition, there were present 37 shareholders, including the Feti
opar (João Joaquim Leiria).
a
Only wine of the 16 shareholders who are supporting the Pelitioners are members of the suid Club,
verily
Mr. Slade the consequence is the voting power of both sides being equal, 'no special.] resolution can be carried.
With reference to paragraph R of the said | 59, Petition I am able to state from having been a member of the said Club for several years past, that during the last three years there have been no disputes between ane body of the aliare. holders of the said Company and members of the said Club and another body thereof other than the disputes which form the subject matter of O. J. Action No. 156 of 1905.
With regard to the said Petition generally. 1. from Inquiries made by me the general body of the members of the Portuguese community in this Colony, that a large majority of such community desire that the said Company should continue, inasmuch ss the said Club cerforms important social
and concerts and theatrical entertainmente to the Portuguese community o this Colony and Macao and is also amfiliated with the Gremio Militar", the Portuguese Army and Navy Club in Macao.
practical sense, Impany has become, held at the premises of the said Society, No. 20, funcitons in this Colony, such as giving balls
12, Other shareholders in the Company who altogether hold og shares in the Company are together with your Petitioners desirous that the Company should be wound up, but such shareholders do not with your Petitioners re- present a sufficient majority of the shareholders to enable them to pass a resolution. to wind up the Company voluntarily.
MR. LEIRIA'S REPLY.
&
Sir Henry: We don't mind that indeed, per haps, it may be an advantage.
After considerable authorities had been quoted the remark was made a to the party responsible for the present strained position.
His Honour remarkeds-One side is just as bad as the other,
Sir Henry: We say as we belong to neither we are better than.each.
Counsel, after addressing the Court for an hour and a half, asked the judge to dismiss the petition and send the partiel back to there awn quorum and fettle the matter by them. selves
At 4.35 par. Hon. Mr. Pollock rose to ad. dress the "Court when his Lordship loquired. how long Mr. Pollock would likely take in his address. Upon being informed that his speech would probably occupy an hour to an hour and-a-half; his Hooour stated that considering the lateness of the hour, he would adjourn the Court to 11 am. to-morrow.
The Court then rose,
to
iniquidate of the directors, so that they
might be protected.
His Honour But in the fitigation they tried to gets costs against the directors personally. Mr. Pollock: I thought your Lordship made the order against them personally.
His Honour: No, I did not make that order. Mr. Pollock, Well, that is of no matter now. Mr. Slade: The application was based on the argument that the action of the directors having been wifra virer they ought to be io pay the costs personally, I it for what it in worth,
∙1meraly moun
Mr. Pollock: Well, of course, that 'lu of no. moment now; it is evident that the directors were intended to be indemnified in what they did in good faith on behalf of the Club. TES next point that Mr. Follock submitted to his Lordship was to get out of the difficulty of the liquor licence. He thought there was a simple way out of that difficulty There could be as at home a trust fund for the bar with manager to administer that fund. He then pro... ceeded to quote authorities in support of the contention. This was a simple arrangement., Hir Lordship:-That was one of the thing! In Original diction this morning, before suggested in the postponement. that the his Hanour the Chief Justice, the matter of difficulty might be arranged that way.
Mr. i allock then resumed tbw argument on the petition for leave to wind up the Lusitano
and Muthority of
the Club Club, Ld., adjourned from yesterday, was the lines of the right ressimed Counsel for the several parties aptooth on and of the premises, and after quoting intoxicating liquors for consumption pearing as before.
5th inst.
WAS
On' taking his soat his Honour the Chier Just and equitable that wan: décidad
Sir Henry Berkeley, in his opening remark, stated that the petition was not, he regretted to say, a petition presented in good faith. It was not presented for the benefit of that ancient institution the Lusitano Glub He suggested Mr. by that the application was prompted
Leiria o funher pecuniary interest. The company was formed bat to put money in the packets of any individual person at all. If his Lordship decided to wind up the Club, the result would be that Leiria would have a lot of money put into his pocket, and if Mr. Romano
Iceling had
of revenge at all he would have his feelings gratified. It would besten wheiber
was in the true interests of the Portuguest The Court-room was again crowded with authorities at considerable lengthy Community that they should loss their place representative gathering of the Portuguese Countet haid that the Club had those gitt
He then touched upon the of recreation by the Court exercising the power community who followed the proceedings with,
point whether of winding up. Counsel for
the Company the De
the keepest interest, petitioners had emphasized the fact that the Club bad suf
be wound up. It had been fered
ashuratom of a whethe At such meeting the only shareholder who
contended that the fact of
was gone all they had to do was to Henry
it might be conveniant if he gave him a wind up. Probably also in the case when objected to the payment of the said costs by
had Mr. Romano's leaving
had not the said society was Mr. F. X. d'aimada
gestion at starting, before he opened his ad becams impossible to carry on the bunlar disastrous effect. He submitted that a solicitor of this honourable Gourts that affidavit considerable friction had esisted because that gontleman had been expelled dress of com
it was subject to anything of the Company: Counsel held that thin whi Castro,
but did Your Petitionare therefore humbly pray ac who is the holder of one share in the said
a large body of the members of the from the Club, some of the members might follows:-
Rociety in respect whereof he was registered | club and another large body since
ince consider the Club was no longer the fashion.
not think that under any circumstances could acibing to thow how the substratums
gone in the case of the Cluby STEM he dismiss the
to was abfolutely no That the Club Lusitano Limited may be as a shareholder of
Mr. Romano's ald Society the month of September, 1402, and still ex ala, able institution that it was.
no proof that Gradier retirement saw na diminution in the member. adjourn the mation, but ba' was ready t
ir four months, if that was
order La desirable in up, wound up by the Court under the provisions of on the 17th September, 1006. Save as aforesaid in consequence of a resolution. having then | reti the Companies Ordinance 1865 and that for
a scheme of agreed by all the shareholders then pro-
of arrangement, Eran if chari such wind at the request of a that purpose: ali necessary do proper direc-seat at the said meeting (the said Joao Joaquim the directors at the led unan by a majority of ship for the past three years. The slight agreeable, as that would give them time to
a number of the filling off of six members in 1903 was not due examine the books, and, if they desired it, in were any evidence, in tions may be given.
Leiria having previously left the same without members to refrain from illuminating the Club
prepare new Articles of Association. te Mr. Romano's retirement, but it was due to
Hon. Mr. Pollock: But I have not begun that in the petition. A winding up order wa
|ing yup there WAS ROLE opport of Or that such other order diay be made in having expresied any opinion or having voted), building and boissing the Portuguese flag there the subscription and entrance fees being raised
my address yet, my Lord, and, consider it 10
to be refused, if there was no suficient evidence that as extraordinary general mesting should | oa in accordance with the usual custom uponths Then, in the following year, up the members the promises as to the Court shall seem meet.
This petition was supported by an affidavit forthwith be called with a view, to pasing, a necasion of the anniversary of the birthday, of went again, it could not be maintained that necessary that. I should address your Lordship to support a winding up, of the second petitioner which stated that all resolution (to be subsequently confirmed as a their Majesties the King and Queen of the members to-day were of any lower socialns have some facts to mention that have noth Lordship-Supposing that the internal
yet been put before your Lordship, :)
¿dissensions were more, ácula thìn thay are, the facts recited in the petition which related to Special Resolution) auth sing the Directors Portugal, such resolution having been passed, grade than they were when Mr. Romano ba
His Honours Yes, of course; you can address:don't know that it is not "Just and equitable AROWD scia were true, and as regards those of of the said Society to take steps to raise a loan and request made in order to mark the dis longed to the Club. They were members dis #hots, Beverly bylived them to be true. for the purpose of paying the said cosik... approval of the said members of a certain Aer | duction of the Portuguesa community; they me noN,
dbanen dęte, windƐupe:
Having regard to all the circumstances it s just and equitable that, the Company should be wound up by the Court.
I.
it
Wat
the
A
In reply to the affidavit of Mr. da Carvalho, by Romano's retirement from' the Club, Tustice, addressing Hon. Mr. Pollock, sald that compan
Leing filed a further affidavit in which un
faid that, with regard to the statement No. 3 in
had
Mr.
Cought
BRYS 10
WAS