CO129-585-3 Sino-Japanese conflict- shipping 17-1-1940 - 13-11-1940 — Page 48

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If it were otherwise, indeed, the company would automatically have ceased to exist as a company, except for the purposes of winding up, upon the military occupation of Shan Tung by the Japanese. Chinese law could not operate there to keep the company alive, for China would have no jurisdiction. argument pursued to its logical conclusion would defeat its

That object, for the association of persons who were formerly bound together by a nexus of corporation would automatically cease to be so bound in Shan Tung, and the question that would then arise would be

whether the association is not to be treated here as an association or partnership of natural persons whose relations inter se are to be found in the articles of association of the company and are to be ascertained no doubt with reference to the lex loci contractus, but which is nevertheless an association whose existence is not terminated by the death of the foreign corporation but continues for the purpose of winding up its affairs so far as this country has control over the persons and the assets within its jurisdiction."

(per Lord Wrenbury, in Russian Commercial and Industrial Bank v. Comptoir d'Escompte de Mulhouse, (1925) A.C. at page 148)

Its corporate powers, if not its corporate existence, would "have been destroyed in its country of origin" (per Maugham, J., in Russian Bank for Foreign Trade, (1933) 1 ch. 745, at page 764).

It is further contended that it is not just and equitable that the company be wound up. It is sought to justify the act of the company in making a contract of agency, which is forbidden and penal by the law of China, on the ground that the place, not the country, where the company carries on business is now occupied by the Japanese. The authority under which it is said that the company has appointed the Dairen Kisen Kaisha its agents in relation to the assets of the company now in Hongkong is as follows

"APPOINTMENT.

I, the undersigned, do hereby appoint The Dairen Kisen Kaisha as agent with the following powers: -

With regard to the six steamers 'Sheng Lee', 'Mao Lee', 'An Lee', 'Eng Lee', 'Hain Lee'

. and Feng Lee' now lying in Hongkong, the agent's

firm is to do all the affairs which are necessary.

Dated the 20th day of 1st month in the 14th

year of Chiu Wo (20th January 1939).

Dairen, Kanbu-Dori, 39.

Ching Kee Steam Navigation Co., Ltd.

Signed and Chopped:

Chang Pen Chin,

President.

Je