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It follows also that the Court is bound to treat the acts of the Courts of the Sovereign Republic of China as acts which cannot be impugned and to hold the order of the Chungking District Court, confirmed as it was on appeal by the First Divisional Court of Szechuen, for the winding-up of the Ching Kee Company to have been duly and effectively made by a Court of competent jurisdiction, and that the existence of the Company in China, was except for the purposes of its winding-up, terminated by that order.
I cannot therefore see how it can he contended that the company, the corporate juristic existence of which has ceased, should be deemed to be still in being merely because it is still carrying on its activities in North China. If I understand him aright, Mr. Sheldon submits that those activities, sponsored as they must be by the Japanese, have
with the converted the company into an alien enemy of China,
Whatever force affairs of which this Court cannot interfere. there might be in this contention if the company were still
it incorporated for all purposes under the laws of China, seems to me that its winding-up as a corporation has automatically deprived it of any such status.
It may well be that the persons responsible for its continued activities under the aegis of Japanese interests have broken the laws of China by trading with enemy subjects but it is the indi vi duals and not the corporation who are now carrying on
Since then the business. The corporation itself is dead. parent trunk has for all practical purposes ceased to exist, how can this Court be reasonably asked to say that a branch is still alive?
In re Russian Bank for Foreign Trade (1933, 1 Ch. 745) and Lazard Brothers & Co. v. Midland Bank (1933 A.C.289) are the clearest possible authority for the proposition that, once a foreign corporation has been dissolved by an act of the foreign state which gave it being, the corporation will no longer be regarded by English law as still existent, and, as Maughan J. (as he then was) said in his judgment (p.764) in the former case, the branch of such a corporation is nothing but "a submerged wreck floating on the ocean of commerce.
It is true that in each of those cases the Russian Corporation concerned had been swept out of existence and was completely inanimate, whereas here some of the activities of the company are admittedly still being carried on in North China, but the fact still remains that the existence of the company as a juristic person has been destroyed by the order of the Chungking District Court and with its destruction the Hongkong Branch, which must depend for its legal being on the continued existence of the company, cannot be deemed to be still alive.
Even were it possible to regard the branch as able to carry on separate existence, it is obvious that such existence could only be maintained either by exposing the company's ships to the risk of almost certain seizure by an enemy power or by permitting the affairs of the branch to be managed by an enemy corporation. It is this feature, apart from the fact that we are here dealing with a branch and not with the parent corporation itself, that makes the case clearly distinguishable from In re Middlesborough Assembly Rooms Company (14 ch. D.104)
There the company had which is relied on by the appellants.
suspended/
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