1914-02-20 — Page 3

TELEGRAMS.

DER OSTASIATISCHER LLOYD"

SERVICE.]

CHINA SERVICE.

CABINET CHANGES AT PEKING. PEKING, February 19th.. Liang Chih-chao has resigned. Hsiang Hei-ling has been created an Adviser of the First Order with residence

at the Peihai Winter Palace.

President Yuan Shih-kai has requested Liang Shiji to try and persuade Wang

Tah-sie to remain in office.

THE COMING FINANCIAL CONFERENCE.

PEKING, February 10th. It is reported that the Financial Con-

SUPREME COURT.

Thursday 19th February.

IN APPELLATE JURISDIOCION..

BEFORE SIR HAVILLAND "DE SAUBMANEZ, CHIEF JUSTICE or H.B.M.'s Count OF CHINA (PRÉSIDENT); THE CHIEF JUSTICE. SIE WILLIAM REES DAVIES, K.C., AND MR. H. H. J. COMPARTZ (PUISNE JUDGE).

THE BHILWAN-TOMES PARTNERSHIP CASE,

The hearing was resmed of the appeal by Mr. C. A. Tomes against a judgment

of the Chief Justice în a dispute.

partnership

Mr. C. G. Alabaster and Mr. C. F.

Jonkin (instructed by Messrs. Wilkinson Grist) wero for the plaintiff appellant (Mr. Tomes), and Mr. E. H. Sharp, K.C., and Mr. Eldon Fetter (instructed by Messrs. Deacon, Looker, Deacon & Harston) represented the respondent (Mr. Shewan):

At the outset Mr. Alabaster asked per ference will soon meet at the President's mission to introduce one more authority Tamen, to consider how the expenses of bearing on goodwill, mentioning that in the Central and Provincial administrate valuation and taking over clauses, tion, as well as the outlay for military goodwill was mentioned. In certain cases, he added, the goodwill was included purposes, might be reduced.

where it was of any practical value. If there was any valuation on the goodwill

THE WHITE WOLF"

PERINO, February 19th. An official telegram from Lâuanchow, in Anhui, says that the White Wolf bands, after threatening Hou Shan-hsien, pro- ceeded toward Ying Shan in South- Western Anhus,

THE HONGKONG DAILY PRESS, FRIDAY, FEBRUARY 2011, 1914.

of the partners wished to acquire the goodwill ho could only do so by the other partner giving twelve months' notice that

he would retire, and the other partner gave a counter-notice and exercised his option to purchase. It was only under these circumstances that the goodwill, as a right of succession, would be considered

three lakhs.

The Chief Justice said that supposing the nather did not exercise

his

option, under Claus 15 it was hardly right to say that the three lakhs would be thrown away.

the goodwill included the right of succes- sion to the oneral-managerships.

Mr. Sharp, in the course of his reply,

Colise

now in a position to pay that prise for the business. The last offer was $110,000, of which $100,000 was payable in cash.

pru-

INTIMATIONS

GOODS.

OUR CONFIDENCE JUSTIFIED.

it was mentioned in the valuation clause, Clause 13, that the partners intended that? Posed sale as a going concern would not was restricted lo two competitors he ask is your inspection.

but if no value was placed upon it, it was not mentioned. A valuation cause had been placed in the agreement between the two partners concerned because it was of considerable value.

RUTTONJEE

& SON,

remarked at the commencement that he Supposing Mr. Tomes was in a position RACES wished to refer to an authority which had to make a cash payment of $1,700,000 as not yet been introduced, and it covered he had just mentioned, he would get a preliminary point which he gathered nothing for his interest and nothing for was already in their Lordships' minds. the goodwill, whether at an agreed at all by the partners. Such an argu-Where partners had agreed upon any valuation or not. Since the last belance ment would lead to an absurdity, he course to be followed, it was not open sheet of 1912, the firm's assets had appre- submitted, for this reason, that if the to the Court to consider the question al ciated at about three lakhs, but that was partner who could exercise the option all, nor to consider whether it was the best entirely without the goodwill, there

i or whether some other course had been appreciation in the did not chose to do so, he could, at his

Their Lordships could not whim or will absolutely throw away the night possibly do in the opinion of the goodwill.

Court. The function of the Court was make any order which would to construe the agreement and give Affcet judice the invested right of Mr. Lo itu After referring to the case of Shewan. If they fixed an upset price it Nieman and Naiman, Mr. Sharp said that must be an upset price, he submitted, their Lordships had been really asked to including not only the liabilities, subject make a new contract though they had to ascertaining, but also the amount Mr. Jenkin said such an action as ho

no power to do so. The only question standing in the books to the partners' had mentioned would deprive the other

which the Court had to consider was the credit, including the value of the goodwill partner of his correlative right to that real reading of the agreement, and what and everything, and such assets as were very valuable goodwill: There was the arrangement had been made. His argu- not included in the balance sheet, long-We undertake to refund the Cost of any right to retire and the right to continuement camo under two heads: one, that with the interest in the concern. Mr. there was the right to sell the goodwill. having regard to the terms of the Shewan had really offered to take over

Article if any of our Customers are not satisfied, and there was also the right to buy it agreement the Court could not make the Mr. Tomes share at a higher figure than as we know how excellent our Goods Bra at the price which was fixed. Therefore order asked for, for two reasons:—(1) it was really valued at; the last offer was if one partner refused to exercise his because the agreement, rear, as a whole, $330,000, and also the taking over of the Sath an offer could not be made if there was

debts. This had been refused, and the option to buy or to sell, he arbitrarily said that clause 15 at any rate included result was that their Lordships were the slightest doubt about our Goods All we deprived the other partner of his right the goodwill, and (3) because the pro-asked to order a sale in a market which to buy or sell. It was obvious, under

His second might almost say restricted to one com- comply with the clause on a retirement by notice they could, if point, was that having regard to the titer, and they were asked to fix a price which that competitor alone could bid. they liked, transfer or purchase a share principle laid down by the authorities, The actual price of that business would H. in the goodwill at $150,033, If the the Court would not, under the circumn be on their Lordships' fixing, and if a current value of the goodwill was lower stances, make the order if i could. prica was fixed which he could not pay, than that, be would then buy at the lower Dealing with his first point Mr. Sharp an offer for Mr. Tomes interests consider. then he was out of it. They had made In reply to the President, Mr. Alabas-rate. There was an obvious absurdity, contended that Clause la did not include ably more than Mr. Temes was making, tor said that "property and effects" and also a hardship upon the one partner goodwill, although he did not question and without making any allowance for included goodwill. That was his conten- if the other one did not exorcise his that "property

and effects might the difference between the partners draw- EUROPEAN SERVICE.

tion.. It was not really necessary to option, and further there was no other include goodwill. He also held that the ge, but this had been refused.

Just before the adjournment Mr. Sharp HM THE KAISER,

mention it, there were other reasons for method by which the other partner who agreement was not ambiguous; it was very referred to the question of equity: that if inserting it in other clauses which came wished to take on the goodwill, or have clear. In this particular question he their Lordships had power to make the BERLIN, February 18th: In the event of H.M. the Emperor

Mr. Jenkin then continued his address. his share could at the value of the share held that property and effects did not order they would not, for justice would not be exercised. Having regard to the prin in goodwill. On baale of the description include goodwill, and he could refer to ciple laid down in the authorities which William being at Corit in May, he will He again referred to the case of Taylor mentioned in the judgment it was obvious many partnership cases in which those he had quoted they had to do their best

and Neate in which it was laid down that both partners would lose; it was a particular words, property and effects for all the parties concerned. go to Athena in order to be present at very clearly that the Court, when called

piecemeal "sale. It was only a sale, as had been held not to include goodwill.

held no the wedding of the Greek Crows Prince upon to adjudicate between partners, had

a going concern which could benefit both Proceeding, Counsel said that it was nover and Princess Elizabeth of Roumeria. In to do the best for all parties concerned partners. There could be no suggestion really intended by the parties to June he will pay a visit to the Austrian when he saw an opportunity of getting the value was the value which the least for 16 years. Then, as a result of The Court must not allow one partner, that the right of succession was valueless; include the goodwill in the property; at Emperor and the Archduke Franz some special benefit, to insist upon a mode partners put upon it. Unless the sale the business of 1910, when the balance Ferdinand.

of sale which was not best for the common was one" as a going concern that value sheet was produced in 1911 it was found interests

His argument was that the would be absolutely lost. It might be sale which the Chief Justice said was the sold to a third person, a stranger, and the troubles were even more acute than that the business was very unsatisfactory; only possible one was not the best for then both partners would benefit in cash.

interest.

they

were to-day. The goodwill was then If it was sold by one partner to another, mentioned for the first time. Mr. Shewan referred to the passage in the judgment by the retiring to the continuing one, which said, "I regret that the terms of one would benefit by getting the right of

was in London and Mr. Tomes wrote

the partnership agreement prevent succession, and the other would benent ordering, a mode of sale which is most beneficial to the parties, that is, the sale by the cash he would get from the other of the business as a going concern. partner who contioned. Another position

arose by reason of the present judgment There it was evident that the Chief

The Chief Justice said that the only sale Justice recognised that there was a more

possible was a piecemeal sale. Well, the chief creditors of the firm were the Hong. kong and Shanghai Banking Corporation and they would not consent to a piece. meal sale.

BRITISH ORDER FOR GERMAN

"LOCOMOTIVES,

BESLIN, February 18th. The English South-Eastern Railway has for the first time ordered ten special boromatives from Borsig's, Berlin.

THE KING OF BELGIUMA

BERLIN, February 18th The King of the Belgians has not been provented from attending to his duties on account of his accident.

POLITICAL STATUS OF MARRIED

WOMEN IN RUSSIA.

BERLIN, February 18th. The Duma has accepted the law greatly enlarging the persona! rights of married women, including the ownership of property in their own right

THE GERMAN COLONIAL OFFICE.

BERLIN, February 18th.

HONGKONG MAN'S SUICIDE AT HOME

30th-

under an auction.

the

comman

Mr

Jenkin

beneficial mode of sale than the one which he said was the only possible one but that was one which he could not see bis way clear to allow Having recognised that there were two modes of sale, and that the one which they asked for was the more beneficial. be said that the crcumstances of the case were such that the Chief Justice should have been able to say that they could sell the business 46 a going concern as they had asked for. Having quoted the case of Bottomley, Mr. Jenkin said it was admitted that they were not dealing with a document which was perfectly clear; they were dealing with a document the terms of which were

The Puisue Judge Is that really sof Me Jenkin-It has been filed upon one of the affidavits.

In reply to the President, Mr. Jenkiu said that the Bank had various mortgages on shares owned by the Company The creditors agreed to a sale as a going concern, but not to a sale piecemca.

The President-There must be a sale of some kind.

from Hongkong atating that he had exted the goodwill in the balance sheet, for, according to Mr. Tomes, he could not make up the balance otherwise. In 1911 the present troubles were most acute; and sixteen years after the date of the agree ment the goodwill was pub in for the Erst time, and then apologetically; as a real matter of account it was necessary, He held that the real intention of Clause 15 was to bring pressure upon the partners to come to an amicable arrangement when one took over the business from another

The President thought that was more or less guess-work,

Proceeding, Mr. Sharp remarked that it was common ground that the assets of the firm, if realised, would be somewhere in

the neighbourhood of $2,000,000, includ ing realisation on shares. After touching upon the question of the alleged ambiguity of the agreement Mr. Sharp expressed the opinion that if their Lordships were al of that opinion he was entitled to call the draughtsman (Mr, Victor Deacon)

to show that it was not se..

arise.

The Chief Justice What about the creditors?

i

Mr. Sharp reminded their Lordships. that he had just used the words, all parties concerned.”

The hearing was then adjourned until to day.

SUFFERING FROM NOTHING."

A CRAFTY CHINESE SENT TO PRISON.

Amongst the prisoners in the dock in the First Court at the Magistracy. yeterday was noticed one who was lying prostrate upon the floor, in an attitude intended ta betoken physical pain. When his case was called on he was only

WINE AND PROVISION MEBIHANTS.

FOR THE RACES

ZEISS

PRISM

FIELD GLASSES.

upon his legs by the assistance of police, and then lolled in a dejected NEW LIGHT WEIGHT MODELS, pestire across the dock rail keeping his gaze on the floor. It transpired, that he was charged with the larceny of several Pieces of brass rod from the Naval Yard, it being stated that he attempted to pass out of the Yard with the brass tied round

his legs.

Inspector McHardy told Mr. F. A. Hazeland that the defendant was only

power

6 power

8 power

TUROL

TUREX

TURACT

£6,10.0

5.15.0

6.10.0.

shamming, and produced a certificate to CHS. J. GAUPP that effect from. Dr. Bell, adding that the Naval Yard Doctor also stated that ho

was suffering from nothing. He had no statement from the man, for when he arrived at the charge room, where he found the defendant lying down on the floor, he refused to speak a word.

His Worship-Oh, he will speak now, The defendant, when asked if he bad anything to say alleged that the brass had been put upon him as evidence

Inspector McHardy asked for stocks.

& CO.,

ALEXANDRA BUILDINGS,

HONGKONG

CALDBECK,

and a heavy penalty, as a great deal of MACGREGOR&Co. things had been stolen from the Naval Yard of late ---

His Worship sentenced the man to two

banished.

MUTE CHINESE PRISONER COMMITS SUICIDE,

Mr. Jenkin replied that that was so. The Reichstag Committee has been very ambiguous, and the argument he but, said that the creditors were entitled informed by H.E. Dr. Lolf, Secretary of would put before the Court was, accord- to consideration where there were two the Colonies, of an intended reorganisa-ing to the Master of the Rolls, a strong possible constructions to a deed of that

Their Lordships discussed the point, tion of the Colonial Office, whereby the argument. It was obvious that the description. Their Lordships had to partners to the agreement had placed a consider the hardship which might ensue,

and subsequently allowed Mr. Sharp to work will be reduced and the authority very great value on the goodwill of the and to see that the assets of the firm were of Government on enhanced.business, and the basis of the goodwill, realised in the best possible way and proceed, intimating that they would against him. He denied stealing it.

as they now know-the chief part was disposed to the best possible advantage, again refer to the subject should occasion the right of succession slause; the right Out here, he added, general-managerships

Coming to the financial matters connected of succession to the various general were totally different to what they were managerships. of companies. The at Home. They not only provided offices with the realisation of a fair share, and partners valued that right of succession and staff, but managed all the various price for the leaving partner's share, Mr. The following paragraph is extracted at three lakhs They did that for companies of which they were general Sharp said that supposing the market months hard labour, and four hours' from the Weekly Times of January purpose undoubtedly, and the result of the managers, they were under the Companies price of the shares was something like stooks, and ordered that he should be

Ordinance and were included under the 10 or 12 per cent, lower at present than definition of director. If the present between 1910 and 1912, there would be a firm of Shewan. Tomies & Co. was sold defcit. At present there was not a de- piecemeal, the right of succession to the fort. It was common ground that at pre sent the assets were something substantial- general managerships of the different com panies ceased, and thus, instantaneously, y more than the liabilities. On the other

companies would be deprived of their offices, their manage hand, if there was a falling of 10 or 15 per cent, there would be a deficit ilirectors and clerks, ment, their they would be loft absolutely rudderless to-day, judging from the last time ar which any attempt at valuation was until such time as they could make other made. At the present time, Mr. Tomes arrangements and take on other general-

was inefficient to pay cash amounting to managers and directors,

$1,700,000, the estimated liabilities. Be The President asked if there vore anys not at the moment able to make that the prison on Monday, convicted of house- referees to the partners concernal being general-managors of various companies cash bid The business could be got lock, breaking and larceny, and sentened to stock, and barrel for the upset price of three months' hard labour. Yesterday Me Jenkin replied that there were many references, and he held that it was 1,700,000 but the money would be morning a guard observed that the man impossible, when they entered into the straightway exhausted in payment of the was hanging from a cord in his cell. He partnership, that the partners intended debts, leaving nothing to pay any cash informed a superior officer, who took the that those general-managershipa depended balance standing to Mr. Bhewan's namo, mas down. He was unconscious, and the gaol hospital

present judgment was that those three The dead body of William Unwin, who likhs which would accrue on the sale of was formerly a police constable stationed at Epsom, was found on Epson Common the right of succession would go by on Tuesday with a wound in the right the board--would be thrown into the temple A Browning automatic pistole, and be utterly lost. Counsel referred was lying close by. Unwin left England to the case of Widerbourne and Wider about 1988 to join the police force at Hongkong and afterwards obtained bourne, in which he said it was pointed another appointment there. He was home out that if a goodwill was not in the sale Con leave.

as a going concern, the goodwill would be utterly lost.

FROPOSED CONVERSION TO COMPANY,

these various

Mr. FA Hazeland (Coroner) and a

jury composed of Messrs. C. A. Bell, J. M d'Eca, and F. J. V. Jorge, jun. held an enquiry at Victoria Gaol yesterday. afternoon into the circumstances attend- ing the death of a mute prisoner at the Gaol, whose name was unknown.

The man, it appeared, was committed to

The President You say that the good- SHANGHAI MUNICIPAL ELECTRI- | will is 30 synonymous with the concern

CITY DEPARTMENT.

that in any sale which occurs of the property, the goodwill goes with it,

Mr. Jenkin-The right of saccession of A proposal to convert the Shanghai general managerships absolutely goes Municipal Electricity undertaking into a limited liability company is to be put that the partners would have nothing?

The Puiene Judge-You did not say before the ratepayers at the annual meet- ing. The report of the Special Electricity Mr. Jenkin replied that they had Committes containing the proposal has authority that the goodwill went with the been issued. It is intended that the riglit of succession, and the partnera, upon contract, and at any moment could on anything which he claimed half of was conveyed to: proposed company should have its head there was a sale, would have to scramblebe instantly brought to an end at the will The assets, had appreciated three lakhs at anoo, where suitable treatment quarters in Shangsai, and that the

was given prior, the arrival

to Council should retain half of the capital. with the rest of the The report is accompanied by several the popular goodwill. According to of either partner The relationship of a suce the last balance sheet of 1912, and

general-manager to & company would that balance sheet, because the account of the Medical Officer (Dr. McKenny). appendices, one a statement showing the the construction. which could be depend upon some sort of contract, and at that time required it was artifically The man, however, expired.

To accomplish his design, deceased had growth of general and electricity loans hetwoou 1993 and 1919. another hv Mr. T placed on the argument of his learned it might well happen that a sale of supported by the goodwill. Taking the H. U. Aldridge, the Electrical Engineer, friend, if a partner was to get right of the kind mentioned in the judgment ab lies at $1,700,000, their Lordships utilised a piece of cord, which he had arguing strongly in favour of the pre succession at all he eculd only get it would involve the partners in some sort wou d say that they were large figures worked out from his cell-mat F. Goodale, Municipal Treasurer, setting under a clause which was referable to of liability to the companies. It might and, as opposing Course had put it for out gore financial advantages of the retirement upon giving noties, and by be a breach of contract and that would ward that this was the upset price, he exercising the option clauses that if one result in a summons. It was obvious that could only assume that Mr. Tomes was

posed Conversion, and another by Mr. E

proposed conversion,

world for

The Medical Officer deposed that in his pinion the deceased mot his death by

aarhyxiation, caused by strangulation.

The jury returned a verdict of felo de se

(ESTABLISHED 1864)

JUNOR A

THE

JUNOR

WINE

20 and with red fint vent

• Bangkuta¬Bəsit vangéli

OF

HEALTH

A TONIC WINE, “PIOK-ME-UP,”

LIQUEUR AND COUFTAIL, EMBODIED

IN ONE BOTTLE.