(4)
It must be borne in mind in reading this that, from about 1872 till March 1877, Mr. Ryrie was the Hon. Treasurer, and as such the Government Grant would find its way into his hands. Before 1872 Mr. Berwick was Honorary Treasurer, and since March 1877 Mr. Sassoon has acted in that capacity. As far as the Committee know, Mr. Ryrie never has received the Government Grant direct from Government.
The Committee would be glad if Counsel would advise generally as to the position of the Committee and the Shareholders as to the City Hall, and give a definite opinion on the following points:
1. Whether Mr. Ryrie has any right to receive the Government Grant from the Government on behalf of the Committee, he not being their Treasurer nor authorised by them to do so; and if so, subject to what trust does he receive it?
2. Who is the proper person to receive the Government Grant from the Government?
3. Whether the Lessees are Trustees on behalf of the shareholders in any way, and if so, for what purposes?
4. Mr. Ryrie not now being a member of the Committee, has he any voice in the management of the Institution?
5. Whether steps ought to be taken by the Committee to supply the places of those Lessees who have left the Colony, and if so, what steps?
6. Whether the regulations contained at page 10 of their Report are such a breach of the understanding come to between Mr. Bennie on their behalf and the Government as to entitle the latter to withhold payment of the Government Grant on that ground.
OPINION.
Before replying to the above questions seriatim, I will endeavour to define the legal status of the Institution known as the City Hall and of the various persons interested in it.
The funds for the erection of the structure were raised, it appears, in three ways; first, by public subscription, (2) secondly, by the issue of shares, and (3) thirdly, by a loan from Mr. Robert Jardine of $50,000 secured by what are termed preferential shares—that is, as I understand, by shares bearing a right to a certain interest in preference to those held by other persons. Apart from this right, Mr. Jardine's shares seem to stand on the same footing as those of other shareholders. For the purposes of this case, however, it is not necessary to define the legal position of the subscribers.
The scheme, first introduced to the public of the Colony in the year 1861, took some years to mature, and negotiations with the Government for a suitable site extended over a considerable period of time. The objects of the promoters from time to time underwent certain alterations. The final shape they assumed was accurately and fully explained to the Government of the day by Mr. Rennie as Chairman of the Committee, in his letter of the 2nd October 1868, and in view of the attitude assumed by the Executive towards the Institution in C. S. O. No. 653 of the 11th June, 1880, it is important to note what these were. The edifice, it appears, was adapted to provide space for public meetings and assemblies, for the Chamber of Commerce, for dramatic representations, for a Library, and, as a special addition to the original scheme, for a Museum.
Now these purposes taken as a whole, are not, strictly speaking, public purposes, although perhaps in ordinary parlance they may fairly be so described. They are quasi-public only, and with regard to this particular building, to the way the bulk of the money was obtained, and to the mode of its management, it is abundantly clear it has never been dedicated to the public. The structure and the ground on which it stands are private property, restricted, in a way to be presently explained, to certain quasi-public uses, vested in shareholders whose legal status it is important to understand. In the first place, I observe with regard to this body, that as inter se, there has never been any agreement or association, in writing or otherwise. Their rights depend on what took place at the public meetings authorising the issue of such shares, and on the terms of the "share" or "scrip" issued to each shareholder. The specimen document I have before me, headed "Hong-kong City Hall" and dated 7th February, 1866, is signed by three members of the Committee, two of whom, Messrs. McDouall and Turing, subsequently became lessees of the land, and a receipt for the full amount subscribed is signed by Mr. McDouall as Honorary Secretary and Treasurer. It also purports to be transferable, and it was no doubt intended, although the document does not say so, that each share should entitle the holder to a dividend arising out of the profitable use
26
Dec.
(4)
It must be borne in mind in reading this that, from about 1872 till March 1877, Mr. Byria was the Hon. Treasurer, and as such the Government Grant would find its way into his hands. Before 1872 Mr. Berwick was Honorary Treasurer, and since March 1877 Mr. Sassoon has acted in that capacity. As far as the Committee know, Mr. Byrie never has received the Government Grant direct from Government.
The Committee would be glad if Counsel would advise generally as to the position of the Committee and the Shareholders as to the City Hall, and give a definite opinion on the following points :---
1.-Whether Mr. Ryrie has any right to receive the Government . Grant from the Government on behalf of the Committee he not being their Treasurer nor authorised by them to do so; and if so, subject to what trust does he receive it?
2.Who is the proper person to receive the Government Graut from the Government ?
3. Whether the Lessees are Trustees on behalf of the shareholders
in any way, and if so, for what purposes?
4.Mr. Byrie not now being a member of the Committee, has he any voice in the management of the Institution?
5.Whether steps ought to be taken by the Committee to supply the places of those Lessees who have left the Colony, and if steps?
80,
what
6. Whether the regulations contained at pago 10 of their Report are such a breach of the understanding come to between Mr. Bennie on their behalf and the Government as to entitle the latter to withhold payment of the Government Grant on that ground.
OPINION.
Before replying to the above questions seriatim I will endeavour to define the legal status of the Institution known as the City Hall and of the various persons interested in it.
The fands for the erection of the structure were raised it appears in three ways; first, by publie subscription, (2) secondly, by the issue of shares, and (3) thirdly, by a loan from Mr. Robert Jardine of $50,000 secured by what are termed preferential shares-that is, as I under- stand, by shares bearing a right to a certain interest in preference to
(3)
those held by other persons. shares seem to stand on the same footing as those of other shareholders. For the purposes of this case however it is not necessary to define the legal position of the subscribers.
Apart from this right Mr. Jardine's
The scheme, first introduced to the public of the Colony in the year 1861, took some years to mature, and negotiations with the Government for a suitable site extended over a considerable period of time. The objects of the promoters from time to time underwent certain alterations. The final shape they assumed was accurately and fully explained to the Government of the day by Mr. Rennie as Chair- man of the Committee, in bis letter of the 2nd October 1868, and in view of the attitude assumed by the Executive towards the Institution in C. S. O. No. 653 of the 11th June, 1880, it is important to note what these were. The edifice it appears was adapted to provide space for public meetings and assemblies, for the Chamber of Commerce, for dramatis representations, for a Library, and, as a special addition to the original scheme, for a Museum.
Now these purposes taken as a whole, are not, strictly speaking, public purposes, although perhaps in ordinary parlance they may fairly be so described. They aro quasi-public only, and with regard to this particular building, to the way the bulk of the money was obtained, and to the mode of its management, it is abundantly clear it bas never been dedicated to the public. The structure and the ground on which it stands are private property restricted, in a way to be presently explained, to certain quasi-public uses, vested in shareholders whose legal status it is important to understand. In the first place, I observe with regard to this body, that as inter se, there has never been any agreement or association, in writing or otherwise. Their rights depend on what took place at the public meetings authorising the issue of such shares, and on the terms of the "share" or "scrip" issued to each shareholder. The specimen document 1 have before me headed "Hong- kong City Hall" and dated 7th February, 1866, is signed by three members of the Committee, two of whom, Messrs. McDouall and Turing, subsequently became lessees of the land, and a receipt for the full amount subscribed is signed by Mr. McDouall as Honorary Secretary and Treasurer. It also parports to be transferable, and it was no doubt intended, although the document does not say so, that each share should entitle the holder to a dividend arising out of the profitable use
26
Dec.
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