DIRECTORS AND THEIR LIABILITIES, DUTIES AND
.. POWERS,
14
THE HONGKONG TELEGRAPH SATURDAY FEBRUARY 17. 1912
It is pure carelessn085. a case of negligent as dis
Consignees
tinguished from fraudulent INDRÀ”
|"conduct", and thorefore I was hold that the action could (Continued from last Saturday.) it was pointed out in this dese not be maintained. Novortheless
Prospectus. .. It is of tho útnost importance to a director that, whore a prospectus ig issued inviting the public
Notices
LINE L'ATED PEAK TRAMWAYS Co.
NOTICE TO CONSIGNEES.
that the directors would have been held liable had it boon proved that they had acted not only carolessly, but recklessly. T Lindley further saying
FROM NEW YORK VIA SUEZ CANAL,
HE Steamship
"INDRASAMHA,"
Alter Peck o. Derry an action of having anived from the above pois, to subscribe share. capital, hothis kind cannot be supported Consigures of cargo by her are hereby should reasonably satisfy himself without proof of fraud, an inten-inform at all goods are being landed {"tion to deceive, and it is not su?- at their risk into the bazenivas and/or of the truth of the statements inficient that there is blunderinga hardous Godowns of the that prospectus the issue of which" curelessness, howevor grass, Hongkong and Kowloon Whail and ho has authorised. If he does "unless there is wilful recklostredown Company, Limited, whenco, "ness, by which I wean wilfully for from the wharves, delivery may not do so, and if it turns out that such statements are untrue, but
obtained.
have been the means of inducing
14
"couren fraud."
shutting one's oyes, which is of
Goods not cleared by the 13th Fib., Cam, will be subject to rent. All broken, climfod and damaged
paelages ao to bus in the Gudowns her tiny will be examined on sturdy 17th Feb, at 10 am. Claims against the steer must be presented within 10 days of ariyal otherwise, they will not be rec: gaized.
No Fire Insurance will be effected
as in any case whintorer. Optional Cargo will be landed horn
contrary before Noon, TO-DAY.
Dills of Lading will be countersigned
JARDINE, MATHESON
& CO., LTD.
Agents.
According to the law oxisting a person to take shares, an action in England prior to 1800, and for damages fios against him. In existing in lengkong, or to 1912, in an action of deceit against England by the Directors Liability directors, the representation Act 1898, and now by the Act of found the notion must no 1908, Sec. 81, it is expressly pro-«he innocant, that is to say, videl that avory director, or por-it must be made oither with son who has agreed to become knowledge of its being falso, director, shall be liable to pagor with a reckloss disregard slots justitions are given to the componsation to any one who to whetlior it is true or falso" shali have subscribed for slire 'i, di Cottôn I. J. in Arkwright v. on the faith of a prospectus, orebold 17 Ch. Dat-p-120,-) notito, for my loss or dange if a director authorises the issue sustained by reason of any entree of a prospectus containing stato- statement heroin, unless such director bul reasonable ground cats, which; if frus, are to his for believing the statement to benifest personal advantage, but, truc. The provisions of the Act the success of his Company most if fales, render the prospects of of 1008 have now boon intro-doubtful; and if he wilfully duce 1. into Hongkong by Scr takes no caro to ascertain whether 86 of the now Ordinance, baths or not they are tue, his conduct law in this respect was to some extent the sung in England and he will be liable in an netion.
De said to be fraudulent, before the passing of that Act, for deceit. "Not caring des not and was in Hongkong until
** mean not taking cars, it means recently. This in the early en.. “indifferonco to the ath, the of Poke. Garny 1. 1.6 1. Lural obliquity which consists 377, deciled in the Houso of Lords in 1879, it was hold- that |,
may
[155 Hongkong, 19th Feb. 1912.
'MOGUL" LINE OF
STEAMERS. NOTICE TO CONSIGNEES.
FROM GLASGOW LIVERPOOL The Steamship "LENNOX"
AND STRAITS.
CONSIGNEES of Cargo are hereby informed that all Goods are being in a wilfot disregard of the lauded at their risk into the Gedowns of importance of truth". Bawen the Holt's Wharf, at Kowloon, whenes the directors of a Company wore in agus c. Clifford at p. 471), and/or on the wharves delivery may lible in damigos to persONS |
The case of Elgington » Fitz- who
induced to had bazi
the faith, 27 Ch. D. 450, is one take slitros 200
of
11
I
u obtain 1.
No chains will ba ndinit 1 after the
troods have left the Godowns, and all
.
ir which, prior to the Directors goods remaining undelivered after the in atabaments
Liability Act 1890, the directors 20th instant, will be subject to rent, spectus; which were misrepresent n Company were held liable All Claims against the Steamer must Stations of material facts and were for a miestatement in a prospectus be presented to the Undersigned on o known by the directors to be circular, issuet by their briore the 11th prox., or they will not misrepresentatis at the time' they authorised the issue of the ority, and on the faith of the recognized.. prospectus.. So also in the later case of Herry Peek, 14 A.C. 337, the directors of a Company who issued ʼn prospectus contain- ing a statement which was an true, on the faith of which the Plaintiff acquired shares, were hold by the Court of Appeal to be
All broken, chaled, and daunged which the Plaintiff advanced money on dobantes, Jo that Gods are to be 1ft in the Gudown caso Bowch L. J. said:-Thero they will be exuined on the
loss which the Plaintiff has 6s-
20th inst., at 2.80 p.m. taino is not disputed. In order
11
DI
sustain his action heby must first prove that there was statement as to nets which
No Fin Insurance will be effected, Hills of Lading will be countersigar d
DODWELL & CO., LTD.,
Agent
[151
was falso; and secondly that it Hongkong, 72th Feb., 1912
the Defendants, or that they BEN LINE OF STEAMERS, made it not caring whether it was true or falso. For it is im! material whether they made the
NOHCE TO CONSIGNEES.
$.3. BENVENUE."
|
'statement knowing it to befeRoM MIDULESBRO, LONDON | untrue, or recklessly, without AND STRAITS.
eating whether it was true or
CON
not, because to make a stale ~ONSIONEES of Cargu ara ber-by mont recklossly for the purpeso. informed that all Goods new boing
of influencing author person unded at their risk in the hızardın.
is dishonest.
linblo in damages to the Plain-was falso to the knowledge of tiff in an action brought by him for deceit. This decision was, however, reversed by the House of Lords on the ground that it was proved that the directors, at the time of issuing the prospectus, honestly believed the statements therein to be true. Tho misrepresentation, it was held, must be intentionally fraudulent in order to entitle a porron injured by it to recover dunago for doccit. Tho Court of Appeal hnd hold that the "directors were liable because they had no reasonable ground for the belief which norortholers "it was assumed they sincerely "entertaino," but the House of Laris decided that mens res was an essential condition of an action for deceit. In this respect tho law was altered in England by the Diroutors Liability Act 1800 whereby it was, in effect, provided that mens ton should no longer bá -an-essential-condition of such.
and/or extra hazardous Godowas of the
Hongkong and Kowloon Wharf and
;
LIMITED.
TIME TABLE.
WRK DAYS.
7.00 .. to 8.00 a.m. Every 15 min."
8.00 a.m. to 10.00 m."
14
10.00 .m. to 11.00 aw. 11.30'n.m. to 12:46 pm. "3 12.45 p.m. 1.15 p.m.
10 min. 15 min. 15 min. 10 inic.
I
10 min. 16.mis. 10 wịs.
1.45 p.m. t 2.15 p.m. 1:10 party="1:45 pme-1bwia. 2.16 p.m. to 5.00 p.m.
5.00 p.m. to 8.10 p.m.
NIGHT OARS.
8.45 p.m. and 8 pin., 8.48 μm, tu 11.10 p.m. ovary 10 minuten. BUNDAYS. 7.30 .. 8.00 mm. to 10.80 am. ovory 15 min. 10.30 a.m. to 11.00 .. 10 min. 11.45 a.m. to 12.00 noon
15 min. 12.00 noon to 1.00.p.m.
10 min.
Notice
Hotels.
THE TAIWAN HONGKONG HOTEL
RAILWAY
HOTEL.
TAIPEH, FORMOSA.
ader the Direct Management of the
Taiwan Railway Dept.
EXCELLENT, QUISINE AND GOOD SERVICE. RATES GYEN AND Ur.
Unfirms hotel pour meets all trains wed Ako snerta Luggage at maged bar, without any trouble, to: умень.
Hongkong, 1st Feb., 1912. [15]
1.00 p.. to 6.00 p.m. 15 min. KING EDWARD 5.00 pm. to 0.00p.m. 0.00 .. to 7.00 pm,
*
10 min. 18 inia. 7.00 pm. to 8.10 p.m. 10 unia. NIGHT CARS as on Wack Days. SATURDAYS,
Extra Ca. 11.45 pm.
SPECIAL, CARS.
Arrangement at the Company's
Office, Alexandra Buildings,
Der Vorax Road,
JOHN D. HUMPHREYS & SON
General Managers, Hongkong, 311 Nor., 19Ï1. ·
AERTEX
CELLULAR.
REGAL
SHOES
J. T. SHAW
TAILOR
and
OUTFITTER,
-21, Hongkong Hotel Balldings,
Onero's Rasd. [ 24
HOTEL.
Under Entirely New Management.
Finer Class and Ur-to-date.
Hongkong, 20th April, 1911,
J. H. FAGGART,
Manager. [25
GRAND HOTEL,
Telephons 197.
MANAGEMENT & CUISINE UNDER EUROPEAN MANAGEMENT
| 02 }
F. REICHMANN, Proprietor.
ASTOR HOUSE
(LATE CONNAUGHT HOTEL)
QUEEN'S ROAD, HONGKONG.
~ENTRALLY Bitaat: 1, up-to-date Hotel, Reveally ronovaled, and under entirely Now Management. Large and Comfortable Rooms, Exosilent Cuisine under the supervision of an Experienced FRENCH CHEF, and Imparato - Tables, Hot and Cold Baths, Electric Light throughout. Terms moderate, Fira Class nocommodation for Families and Tourists.
For particulars nad rates apply to
PROPRIETORS.
Telephone, 170
Thoroughly Renovated.
BELLE
Excellent Cuisline.
H. HAYNIS, Manager.
[06
Hongkong, 16th Jan, 1912. THE TAMINE IN CHINA.
Fomino Districts with an area of 10,000 square miles. TWO and a hut million p.opli wing siravation- PLEASE SEND YOUR CONTRI- BUTION TO-DAY.
IT WILL HELP TO 3AVE LIFE. Trajasi, 11.0. GULLAND, E-q÷ Cor-
| Manager","kn.oranttinal Bracing
pararon, Shangani. tagcine, zit Jan., 1912.
יי
[111
WANTED—A TYPISĖ ̧ Gov} Re-
fereno.5,
Apply stating Silay required to XXX.
ef" llongkong Telegraph." Hongkong, 19th Feb., 1912
116.
THE GENERAL ELEC- TRIC CO. OF CHINA, LIMITED.
MANUFACTURERS AND IMPORTERS.
Telegrams Antor."
AT
VIEW
.[24
HOTEL
OPEN AIR SKATING RINK
Telephone No. 007.
SESSIONS 10 A.M. to 12 Neon.
2 P.M. to 4 P.M..
Admission 25 cents.
5 P.M. to 8 P.M.
9 P.M. to 11 P.M.
Admission 50 cents.
Strug Band will play at the above, Hotel every Sunday commendag
4
.. to 10 p.m.
Hongkong, 24th Jannary, 1912,
HOTEL CRAIGIEBURN. PLUNKET'S
W. GALLAGHER,
Manager.
(24
KING EDWARD HOTEL,"
GAP. Aloxales, Mr. and Mnava, J. O.
The Peak, near the Truta Terminus. Tel. 56. For Torus, apply to the 27]
MANAGER.
HOTEL LISTS,
Bonaxoro HOTEL. Zaldwin, Mr. and Kava, Dr.
Mr. A, M.
Bergman, F. Bates, E. R.. Paitken, T. Baillos, Mr. & Mrs,
R. E.' Fello, Mr. E. R.
and mid Boil, C. D. J. Torals, J.
Bla'r, Miss N.
Bool:on, G.
Bidža, S. M. Bagiana, F. Burkili, C. R.
Chilvers, P. T.
HEAD OFFICE
7, Jinkoo Rou,
16, Des Voux Road,
Shanghai. Telegrams-
Hongkong, Telephons 518. Telegrams-Sparkless."
Ciarie, W. E.
"Genlèctric."
MANUFACTURERS of Complete Electric Plant, Power Schemes
A misrepresentation in a proud Co., Ltd, whoes and/or and Complete Telephone Installations. ectas, circular, or nati, for tra: the wires delivery may be which a divcelor will be held outalard. liable must be ono of fact. Mero
Na Chim will be admitted after the
non-disclosure of material facts, Goods have left the Godowns, and all!
WORKS.
however morally consure hio, Gods remaining nadelivered after the LONDON, WITION, MANCHESTER, BIRMINGHAM
however that non-dieclosure 213 inst, will s.bject to rent.
+6
might be a ground in a proper
14
*
LARGE STOCKS held of all Electrical Supplies, Wires, Cables,
Clayton, L., B.
rentzföldt, Dr. Davies, Hon. W,
Rees, K.O.' Dix, R. O'Cattingen, V. Drow, W. O. Daproo, W. 8. Ermes, P. J. W. Ehrenfels, Mr. and
Mr. H. C. Witze 1. 3.
All elms against the steamer must Fittings, Slides, Bells, Telephones, Batteries, Switchboards and Fire', G. proceeding at a propor time for be presented to the Undersigned en of Getting aside an allotment or belors the 1st prox, or tez sill not "purchase of shares, would form be recognized.
an aution
po
ground for
in the nature, of an action. for misrepresentation. There rust to come activo misstate- ment of fact, or, at all events,
All broken, chafed, and damaged Goods are to be left in the Godowns, wars they will be examined on the
aid fmt., at 11 a..
Na Fire 1n race has been effected. Bill of Lading will be countersigned
JIBB, LIVINGSTON & CO.,
A gente.
[180 stated makes that which is Hongkong, Läuft F-b.. 1312 14 statod absolutely false." (Lord
an action, but that honest belieuch a partial and fragmentary by in the truth of statements in prospectus should be no defence if thoro existed no reasonable grounds for the belief. As the lew
statement of fact, as tlint the withholding of that which is not
stood in Hongkong prior to the now Cairns in Pech v. Ciurney L. R. 6 Compania Ordinanco, coming. L. at p. 403). An omission to into force proof of the absence of disclose material facts, unless hons rea was a defence to ar action against a director for at omission directly affects other facts stated in the prospectus, misrepresentation.
will
therefore in itself not The stato of the, law prior to
amount to a misrepresentation the Directors Liability Act, com- ing into fores, and no existing in for which director will he bold
Hongkong prior to 1912, is very olearly explained by the Judges'
liable.
It must be remembered, how-
A
of the Court of Appeal in ever, that by Section 101 of the GRAVING DOCK
Switch Apparatus, Steam Dynamo Sets, Motors, Are Lamp Carbons Robertson Lamps and Osram Metal Filament Lamps.,
FULL PARTICULARS AND ESTIMATE GIVEN ON APPLICATION. Retail Agent in Hongkong –
WM, C. JACK & CO., LTD.
Tolephone, 358,
Flarin, A.G.
Forrester, J.
Franz, O.
-Fur. Pomad
Gauber, R.
Laver, Capt.
14. Tanya, Gî vi Low, F. I. Muckie, 1). D. Ma ahal, F. 1. Marriott, Dr. D. Maratall, W. B. Marions, C.
Mes, naal child in, F.A. Avenal, Mr. nud
Mes.
Builios, Dr. nake, L. f. Bonde, Madunis D.
Burgess, R. O.
Cones, Mr.
1. Crozier, Miss
Malo, C. N. Mackio, Mr. and Mrs. G. & chill Moore, Mrs, and
Min. L. Massey, Miss Marli, J. 8. Mollugu, Mr.a
Mm.
Mody, J. H.N.
Debbie, Mr. & Mrs. McCormack, J
·J. A Edchardt, Capt. Edwards, F. E. Ehrhardt, Mrs, and
child
Elvines, O. A.
Meinox, Mr. & Mr..
Mr. J. T. W. McKen, Dr. G.W Fraser, Mr.
Heims, F.
Mooro, Jr. Mitchelmore, E. V.
Nobby, A. F. Passmore, Capt. &
Ma.
Paul, C. A.
Peroy, C. A.
Prasbergan, II.', Ramay, Mrs, L. Reos, L. 0.
Rowoldt, B.
Solby, V.
Boulle, Mrs. A.
Kemp, Capt, and, Spurgo, H: 8.
Mrs. W. J.
Kraft, Mr. & Ms. Mr.
W. D.
Morri, M, and Hooker, Capt. O, Mrs. J. N., va- | Hol van, H. E. let and maid. March, A. 8.. Neiden, Dr. H. Noble, Miss Noble Mrs. Northcombo.
Capt. & Mr Obly. R. N. O. latan, J. Oyston, G. D. Payne, L. F. Piere an, T. G. It.
Pizle, W. G.
P. nanli, C. Ray, EH.. Raymond, E. M. Resy, Miss F. Ritchie Mr. & Mrs. Ritchie. Miss
Gaunt, Mr. & Mrs. Ritchie: J. Gario, H.
Ritter, F. George, Mr. & Mr. Roxburgh, P. R.
Land, Airs. and
children.
Stewart, Capt and
Watges, Mr. and
Mes. G. L. and
family
fuition, Me, & Watkins, I.
MIS. U.
Walmon, J.
Leiria, Consul and Weiss, I,
·Mes. Lesunx, J.
You g, J. B..
Aston
EduSE.
A llix, Robt., Balliste. Mr. & Mrs. Blast, L. Born, Mr. J. P. Bradshaw, II,
Robinson, W.- Robertson, Capt., Baros, L. E Rodyk. Mry, P. ^-
Gro ge, Miss
Gervillier,
T.
14, DES VŒUX ROAD,-
[69
On It, de
Rore, C. E.
Singhy, A.
Saib. E. E.
#
Giles, Mr. and Mrs.
A. R. AND REPAIRERS, BOILERMAKERS SALVORS, SHIPBUILDERS,
Ponthew.V, AND IRON FOUNDERS, CONSTRUC- | Gould, Mr. & Mr., FORGEMASTERS, BRASS
Groʻy, R. TOINAL, ELECTRICAL AND MECHANICAL ENGINEERS.
Grimsnew, R. 3. Modon Appliances for quick construction and repair of Ships-Haggart, J. R.
Engincs, Boilers, Kailway Rolling Stook, Bridges, and all Hale, Mr. & Mr.
Classes of Engineering, Iron and Wood Work
Electrical Drives, Hydraulic & Pneumatic Tools, Hall, Capt. T. P.
Hannibal, Mr. and installed through at the Works,
Mr. W. A.
50-ton Hydraulic TESTING MACHINE for Ohains, Wire Rope, Rivets
and Metal Specimons.
TAIKOO DOCKYARD & ENGINEERING CO.
TAIKOO DOCKYARD, HỌNGKONG
the case of Angus v. Clifford Hongkong Companies Ordinance 7871. by 88ft. by 84ft. 8 in (1891) 2 Ob. 449, in which 1885, it was provided that every Pompe empty Dook in
it was fought to make the prospectus, or notico, of a Con--bours.
directors of a Company liable for rany, inviting the public to tako
+ling resso's up to 3,000 tons
OF HONGKONG, LIMITED.
ELECTRIC OVERHEAD ORANES THk0##£6”? THE STOP RAXOLNO UF zo 100. Tons.
untrue slatoments in the pro-shares, must specify the dates of,THREE PATENT SLIPWAYS spectus, on the faith of which to and names of the parties to, any displacement, providing conditions for Plaintiff took shares. Tha diree-contract entered into by the di tors who had authorised the issue rectors, or other persons, on being rips with most excient result of the prospeules were grossly half of the Company; and any 100-Tox ELROTRIO ODANE or JAR Careless in allowing the false prospectus or notice not specify: statements to be inserted, but they ing the same should be deemed word ignorant of the importance, fraudulent on the part of the or even of the meaning of such directors, and others knowingly statements, and therefore, an issuing the same, as rogarda par Innoley L.J. said: "There was 600 taking shares on the faith of
no moral obliquity in what they that prospectus. "did, it was pure blundering, (To de Continued.),
late giran for Docking, Repairs to Hall and Machinery
Consinactional Work. (MANAVERO, AND / CHEESE)
BUTTERFIELD & SWIRE
HONGKONG, QUIN
Telegraphic Address Sinin
"TAIKOODOCK
B. A.
Hampl, M. Harrison, A. Hayes, JA.
Ahelton-Horspor; A
Chatetean, Lisul, Cherry, B.
Chopard, F. A. Collins, L. J.
Smith, W. P. Domingo, U.
Glintor
Krani, C.
Solina, H. H. Spalding, Dand Fernandez, A. Mm A. & inft. Fogarty, E. J.
Granado, A.. Splities, J. Blokes, Mr. and Grow, D.
Mrs. A. P...
Linwell, Mr. and
Mr. M. V Lowrie, J. W. Lugebil, V,
Masson, Q. Moyar, Mrs. B.
Muller, Mr... Monis, Mn, K.
de
Morton, Mrs. Musso, di Oilolo
·V. R.. -Narruhn,,F."
Radford, Mr. and
Mrs.
Tibia't, L Roberts, E. A.
Square, Mira WJessen, Mr. Mrs, & Bosenthal, F.
Baloor. Li, and
Guilbe, D.
E. V. Joseph, I. Mr. G. E. Sutherland, P. D. Kerry, Mr.
Lapleque. P. A.
Hewett, Hos. E. A. Thomas, H. P, .
6.x.a.
Tomlinson, P. 8. Latour, Baro de Townshend Cal.P. Lindwell, Mrs. A.
Howe's, Men. B. A.
Trimm, C:
Higgins, J. A. Hope, John E. Bough, Dr. 8. Hammerich. D. Hurtado, E. L. Innes, Capt. R. Jackson, O. Jobaron Joseph, E. M.
Joragh, M. A Joraph, T. M. Krapp, W. B. Kopp, A
Uyemur, K. Vermeij, C.-
Balabello, Ba
Balabolle, Misa
Bisk, Capt. J. W.
Thornton, Geo!
Walker, "IA G. O,
ORATGIRRER".
Vollbrecht, Mr. & | Adams, Mr. & Mrs. Issellóot; Li
&2 children Mr, B.
Aston, Lieut. and Jon
•Warren, E, 'J... Waters, E. J. White, Mr. & Mrs.{
H. L. I. Wilson, W. Williams, Mre, &
Miss L Windson, B. Wellmarsh, A Whit
Caldwell, Mr. & Mrs. Kydd, MË Chfachen, 8. J. Gaskell, Mr and
MT. WE
|
Grint-Smith, E
Grant-Emith, Mei.