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merely because it happens to have been made in a country by the law of which it is illegal. But what is true is that if that country is something more than the locus contractus, if for instance one of the parties is resident there, or if the subject matter of a contract of sale is situated there, 'then, even though the law of that country is not the proper law, nevertheless any imperitive provision by which it prohibits and illegalises the contract will be recognised by the English Courts."
The
Mr. Sheldon has submitted three interesting arguments in opposition to the making of the order prayed. Firstly, he contends, the fact that the local branch of the company is precluded by existing circumstances from carrying on business in the Colony is not itself a ground for making a winding-up order, and he relies on the case of In re Middlesborough Assembly Rooms Co (1879) 14 Ch.D.104. In that case a company formed for building and letting assembly rooms resolved, owing to trade depression, to suspend work, and did so suspend work for more than a year. A shareholder presented a petition for winding-up. He was supported by one-eighth in value of the shareholders whereas the petition was opposeu by fourfifths in value. In these circumstances the Court of Appeal held that a winding-up order ought not to be made. In my opinion that case is easily distinguishable. It was a petition for the winding-up of an English Company whereas here I have to consider a petition for the winding-up of the local branch of a foreign company which has already been wound up by order of a competent Court. I know of no authority for keeping alive a branch where the parent trunk is in process of dissolution. Secondly, he argues, the Supreme Court of China has made an order which is entirely nugatory. only assets within the jurisdiction of that Court are fourteen ships based on Chefoo or Dairen, and notwithstanding the order of the Court these ships are still trading. This Court will not make a useless or ineffective decree (Ferguson vs. Wilson L. R. 2 Chancery Appeals p.77) that argument is based on two fallacies. In the first place the company has within the jurisdiction or this Court substantial assets and it has not been suggested that any order which I make will not be immediately effective so far as these assets are concerned. In the second place the fact that certain foreign nationals are in contempt of an order or fail to treat it with proper respect. The case of De Jager vs. A.G. for Natal (1907) Appeal Cases 326 is direct authority for the proposition that the company in Chefoo is still subject to the jurisdiction of the Chinese Courts. As Lord Loreburn there said in delivering the judgment of the Judicial Committee "The protection of a State does not cease merely because the State forces, for stragetic or other reasons, are temporarily so that the enemy for the time exercises the rights of an army in occupation. On the contrary, when such territory reverts to the control of its rightful sovereign wrongs done during the foreign occupation are cognisable by the ordinary Courts".
withdrawn,
In the third place, he maintains the contributories are the best judges as to whether there is any danger to the local assets of the company. Their considered view is shown by the fact that whereas the petition is presented by contributories holding 1500 shares it is opposed by 50,000 in value, and it is a familiar and settled principle that a court will not interfere with a domestic forum. It is perhaps not surprising that the majority of the contributories, resident either in the province of Shantung, which is in Japanese occupation or in Dairen in Manchukuo should desire to trade with the enemy. It may, for
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