PUBLIC RECORD OFFICE
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Reference :-
1111C.O. 882
8 PUBLIC RECORD OFFICE, LONDON
ALLY WITHOUT PERMISSION OF THE BE REPRODUCED PHOTOGRAPHIC-
COPYRIGHT PHOTOGRAPH-NOT TO
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date, which I think is the correct date, or merely from the time of its being given. In either event the officers and servants will become entitled to receive compensation equivalent to such damages as would be given them by a jury for wrongful dismissal, but on the other hand, as pointed out by Mr. Justice Chitty in Macdowall's Case, if after the notice they continue to perform their duties and receive their salary in respect of it they will be held to have sustained no damage, and can claim no further compensation. In the case of persons holding positions like Directors and Members of the Consulting Committee, whose engagement is for a term of years certain, there is not, in my opinion, by custom or otherwise, any right to terminate their engage- ment before the expiration of the period either with or without giving notice, except in case of misconduct and of express provision in the terms on which they hold office, as, e.g., the power under Article 95 to remove Directors, and therefore prac- tically the compensation to which they will be entitled will be the present value of the payment which they would have received had their employment continued until the end of the unexpired period, less such sum as the Court may think ought to be deducted by reason of their being set free from their employment and enabled to obtain employment elsewhere. If, however, they should, for any proportion of the unexpired period, continue to render the full services which they were under contract to render, they would, I think, be entitled to claim remuneration at the full rate, although this would have to go in diminution of the amount of compensation to be allowed them. If they received such payment in full for the whole of the unexpired term they would of course receive nothing more by way of compensation, but if it was only for a portion of such unexpired term, I think. they would still be entitled to receive compensation calculated on the principles above mentioned for the residue of the period. In any event it appears to me that as from the 1st July, or possibly the date of the notification if it was after the 1st of July, the Directors and Members of the Consulting Committee, to whom notification is given, can have no direct right derived from contract with the Government. They must be taken to have ceased to be in the employment of the Company or concerned in the carrying on of the undertaking as a going concern, and at the best only to be employed for the purpose of conducting that part of the business which is involved in the ascertainment of the compensation money, and the winding-up of its affairs. Their only right is to receive compensation to be ascertained and paid to them by the Company at its own risk, subject to being diminished by any amounts which may be paid to them for their services rendered to the Company after the 1st July, during the residue of their respective terms. In other words, I think, it is clear that they cannot claim to receive both compensation in respect of their loss of office, and also payment in respect of services rendered to the Company in their capacity as Directors and Members of the Consulting Committee employed pending the winding-up, although it is possible that the amount received by way of compensation and in respect of their services by those who continued to serve may possibly be in excess of the amount which they would have received if they had merely claimed compensation without serving any further. Under these circumstances on the assumption that valid notice was duly given under Clause 4, I am of opinion-
(1) That the Directors to whom notice was given ceased as between themselves and the Government to hold office on and from the 1st July, or at the latest the subsequent date on which the notice was given that they are not entitled to receive remuneration under their contracts after the above date, but only compensation to be ascertained on the basis above stated, although indirectly if they continued to serve the Company they may get a rather larger amount of compensation.
(2) I am of opinion that the Directors to whom notice was given are entitled to compensation pursuant to Section 4, and that such compensation ought to be ascertained on the basis stated above.
(3) and (4) My answers with reference to the Directors apply equally with reference to the Consulting Committee. As regards the Directors the Company had power to remove them from office before the expiration of their respective periods of office by the majority mentioned in Clause 95 of the Articles, but I assume that no such resolution has been passed, or could be passed. There does not appear to be any similar provision as regards the Members of the London Committee, and there- fore I do not think there was any power of terminating lawfully their employment prior to the determination of their respective periods of office.
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Generally, if there is the slightest doubt as to whether a valid notice was given in respect to any of the Directors or of the London Committee I should advise a proper notice being given at once, without prejudice to any notice already given, as otherwise their contracts become binding upon the Board, and the measure of damages might be different if the Board subsequently dismissed them.
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No. 235.
4
MESSRS. SUTTON, OMMANNEY, AND RENDALL to COLONIAL OFFICE. (Received August 17, 1905.)
[Copy to Governor, August 18, 1905, Confidential. L.F.]
Straits Settlements.
Tanjong Pagar Dock Company, Limited.
SIR,
3 and 4, Great Winchester Street, London, E.C., August 16, 1905. We have to inform you that in a letter to us this morning, Messrs. Druces and Attlee state, without prejudice, that they may be in a position to put a claim before us in this matter by the end of next week.
29037
We have, &c., SUTTON, OMMANNEY, AND RENDALL.
No. 236.
COLONIAL OFFICE to MESSRS. SUTTON, OMMANNEY, AND RENDALL. GENTLEMEN,
Downing Street, August 16, 1905.
I AM directed by Mr. Secretary Lyttelton to transmit to you the accompanying copy of a despatch* from the Governor of the Straits Settlements, forwarding a report by Mr. Trowell on the stocks of coal held at midnight on the 30th of June by the Tanjong Pagar Dock Company.
29562
No. 237.
I am, &c.,
C. P. LUCAS.
MESSRS. SUTTON, OMMANNEY, AND RENDALL to COLONIAL OFFICE. (Received August 17, 1905.)
SIR,
[Copy to Governor, August 18, 1905, Confidential. L.F.]
[Answered by No. 241.]
Straits Settlements.
Tanjong Pagar Dock Company, Limited.
3 and 4, Great Winchester Street, London, E.C., August 17, 1905. WITH reference to the questions raised on page 23 of the printed Instructions for Brieft received from the Colony as to the position of the debenture holders, we hand you copy opinion of Mr. F. Whinney, of the Chancery Bar, to whom we have submitted instructions to advise as to rights of the Government of the Straits Settlements to pay off the debentures.
From this enclosure you will perceive that counsel is of opinion that, the provi- sions of the Ordinance operating as a novation of the contracts binding on the Company on the appointed date, on the principle of substituting the Board in such contracts for the Company, the Colonial Government cannot compel the debenture holders to receive their principal moneys upon the winding up of the Company, or until some other event has happened which would make the debentures mature for payment.
• No. 231.
† Eastern No. 98.
20505
2 I
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