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A copy of this opinion as well as a copy of Mr. Whinney's opinion enclosed In our letter to you of the 16th instant,* will be laid before Mr. Balfour Browne, and in this respect we would state that we considered it advisable to consult a counsel practising at the Chancery Bar, who is a recognized authority on company law, in preference to consulting Mr. Balfour Browne in the first instance.

We have, &c.,

SUTTON, OMMANNEY, AND RENDALL.

Enclosure in No. 237.

Straits Settlements.

Tanjong Pagar Dock Company, Limited.

Opinion.

I am of opinion that by virtue of the Ordinance No. 7 of 1905 which I assume has an effect equivalent to an Act of Parliament in this country the whole of the undertaking as defined in the Ordinance which means all the Company's property and assets subject to all debts, liabilities and obligations has now become vested in the Board created pursuant to the Ordinance and by virtue of Section 9 (b) of the Ordinance all contracts deeds bonds agreements and other instruments subsisting immediately before the appointed date which I understand was the 30th June last affecting the Company are to be of as full force and effect against or in favour of the Board and may be enforced as fully and effectually as if instead of the Company the Board have been a party thereto. This clause in my opinion must be construed as operating as a novation of the contracts on the principle of substituting the Board in such contracts for the Company wherever it occurs so far as is possible under the circumstances of the case and considering the debentures in this light it could not I think by any possibility be contended that the Board could acquire the right to treat the principal moneys as becoming due upon the winding up of the Company the Company having by reason of the novation become an absolute stranger to the contract. If it could be so construed it would of neces- sity result that the debenture holders could claim payment from the Board upon the Company's subsequently winding up and this would I think be clearly contrary to the essence of the transaction. It is clear in my opinion that the debentures become novated in this way under Clause 9 and that they are not to be taken into consideration in assessing the compensation money to be paid under Clause 10 for the compensation is to be paid for the taking over of the undertaking and the undertaking is defined as the property subject to the liabilities and in Clause 14 specific reference is made to the market value of the stock or shares and not to the debentures showing that it was not within the scheme of the Ordinance that the value of the debentures should be included in the compensation. Under these circumstances I cannot advise the Government of the Straits Settlements that they could compel the holders of the debentures in the late Company to receive their principal moneys upon the winding up of the Company or until some other event had happened which would make the debentures mature for payment.

29433

No. 238.

MR. LYTTELTON to GOVERNOR SIR J. ANDERSON

(Sent 11.50 a.m., August 18, 1905.)

TELEGRAM.

[Answered by No. 239.]

Your telegram of July 10.† In giving notice did you mention by name all the Members of London Committee and such Directors as are not retained? Reply at

once.

·

29796

No. 239.

GOVERNOR SIR J. ANDERSON to MR. LYTTELTON.

(Received 7.50 a.m., August 19, 1905.)

TELEGRAM.

[Answered by No. 243.]

In reply to your telegram of yesterday's date, yes but all existing Directors were retained.

30018

No. 240.

MESSRS. SUTTON, OMMANNEY, AND RENDALL to COLONIAL OFFICE. (Received August 19, 1905.)

SIR,

[Answered by No. 248.]

Straits Settlements.

Tanjong Pagar Dock Company, Limited.

3 and 4, Great Winchester Street, London, E.C., August 19, 1905. IN further reference to your letter of the 11th instant,f we have to inform you that the Company's solicitors have been communicated with in accordance with your instructions, and, in reply to their enquiries, have been informed that the Company was duly served with notice under Section 4 of the Ordinance that the services of the Directors, the London Consulting Committee, the Agents in Penang, and of certain other servants and officers of the Company would not be required.

We note Mr. Lyttelton's opinion as to compensation to the Directors and London Consulting Committee.

We have, &c., SUTTON, OMMANNEY, AND RENDALL.

29796

No. 241.

COLONIAL OFFICE to MESSRS. SUTTON, OMMANNEY, AND RENDALL. GENTLEMEN,

Downing Street, August 19, 1905.

I AM directed by Mr. Secretary Lyttelton to acknowledge the receipt of your letters of the 16th and 17th instant, enclosing counsel's opinion on certain points raised in connexion with the Tanjong Pagar Dock Arbitration, and to state that copies were forwarded to the Governor of the Straits Settlements by the mail of the 18th instant.

2. With reference to the first of these opinions, I am to transmit to you copies of telegraphic correspondences with the Governor, from which you will see that he duly gave notice to the Company of his intention not to retain the services of the members of the London Committee, and that no question arises, in this respect, as to the Directors.

30052

No. 242.

[Answered by No. 243.]

I am, &c.,

FRED. GRAHAM.

GOVERNOR SIR J. ANDERSON to MR. LYTTELTON. (Received August 21, 1905.)

Government House, Singapore, July 24, 1905.

I HAVE the honour to transmit to you a copy of a resolution passed by the

(No. 333.)

SIR,

• No. 234.

† No. 171.

• No. 238.

20603

† No. 229.

‡ Nos. 234 and 237.

§ Nos. 238 and 239.

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