$6. 4.
58
His Lordshipa
ET. D.
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object in making this transaction, because they have set out the matter on the face of the letter (Exhibit NIB 23 letter from Lac fing Chuen, Secretary read) Now the point is that the Directors have stated a definite reason why they want this plan adopted. when you consider the conditions of that, that they went so far as to offer to give personal guarantee in respect of the low, it is much more reasonable to conceive that in giving that guarantee, under which they might effect a heavy loss, they were actuated by an enthusiasm for the firm, than it was to think they would go to such a risk solely for the sake of swelling the capital receipts, because they were thenoonly kikker swelling the capital at the expense of their own liabil- ity, that in the last resort, that in the event of the shares remaining uncold, it was their responsibility to pay back that loan. That they should have gone to that extent to swell the receipts, e sems rather stretching the point. An interesting point arising in this matter. This letter must be taken into consideration with another letter witten by me (Exhibit NIB 22 read) I have always been under the impression that rs. Brewer was & trustee but the letter that they write back does not say that she is a trustee, also the letter does not state that they accept the offer, instead, they make a request to buy durtain shares, to sell them and to hand the proceeds to the company. As a point of Law, it is wrong for the Directors to appoint a trustee to use firm's money to buy firm's shares, but on the face of the two documents, I submit that what has happened, is that no trustee has been appointed, but the directors have acted in a manner they had power to do, by making the purchase and sale a condition to their expectations of the refund. In that case they would ocrtainly not have exceeded their powers, and I submit there is nothing on the face of these document to contradict. I think myself the Directors did what they haú power to do.
Ace. Brewer received $46,000.00 from me, she used it to pay 10% on 4,800 shares allotted to herself and registered in her per- SOLAL DEL 8. she was fully responsible as principal to pay the entire uncalled capital. She applied for and cbtained a loan of $432,000.00 in respect of the repayment of which she was guaranteed by the Directors, with this she paid off the liability. She was pro- tected against this loan only by a guarantee which she and 1 trusted. Subject to that she could have been required to pay the loan, and if she did not, execution could have been levied and she could have been cast intc gol for failure.
That is not so.
She would not have signed this had we both not been confident that the Directora were substantial men and able to pay. The indernity was made solely to protect her were the protsetica not there, we would never have run those risks,
It is also worth y of note that neither mrs, nor mr. Brewer can conceivably make any personal profit out of the transaction or out of the sale of shares. With regard to these tran actions generally, it has been suggested that they wer meraly jugglery, h ving no value. ↑ would point out that in two cases, these debtor loang, through to judgment and the defendants in no case
had been taken