1929-06-11 — Page 4

BOWS. WIDE END TIES, OR TIES AND BANDKERCHIEFS : TO MATCH.

TENSILE

FOULARD TIES

RETAIN THEIR SHAPE

A Tensile Tie is made so that it cannot pull out of shape

pull how you will, it would rather be torn to pieces than become

twisted.

We have a large range of Tensile Ties in Foulard and other

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THE HONG KONG DAILY PRESS, TUESDAY, JUNE 11, 1929.

Mackintosh

MEN'S WEAR SPECIALISTS

ALEXANDRA BUILDING.

THE INSTONE BANKING CORPORATION.

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ORDER MADE FOR COMPULSORY WINDING UP.

CHIEF JUSTICE HOLDS THAT INVESTIGATION IS NECESSARY.

Mr. F. C. Jenkin (instructed by Messra, Johnsen, Stokes and Master) applied to the Chief Justice (Sir Henry Gollan) yesterday for an order for the compulsory winding up of the Instone Banking Corporation.

The application, which was granted, was made on behalf of Mrs. Maud See Chin, No. 1, Hankow Road, Kowloon, a substantial creditor, supported by several minor creditors.

It was unsuccessfully opposed by i Mr. Instone Brewer on the ground. that the application would pre- judice a satisfactory scheme under which all creditors would be paid in full.

The Present Liquidators, By the resolution for voluntary winding up, the liquidatora appoint. ed were Mr. N. 1. Brewer and Mr. C. 4. C. Rodrigues, who was ne countant of the Bank. Counsel said

Recent Difficulties. Since their reverses in June last year there had been a considerable amount of investigation by peti- tioner, her representative and cons tributories and they had nothing to 4.iticise beyond what was stated in the present application.

1:

Mrs. Brewer certainly applied for $480,000 worth of shares and slight- ly over a year agp these sharra were ransferred by her to the Instone Trading, Ltd. The point way, how ever, that those were bond de trensnctions which were known to the Company and which were re corded in the Directors' Minutes books on two separate orensions,

In April, 1928, twa branches were working and two others were about to start. It showed every promise of being a profitable undertaking but two months later they had the crash.

VÁLID PERIOD OF NOTICE.

IMPORTANT JUDGMENT IN NEWSPAPER CASE.

SUB EDITOR'S CLAIM FAILS.

Judgment for the Newspaper Enterprise, Lath, with costs, was given by the Puisne Judgy, (Mr. Justice Wood) at the Summary Court yesterday in brought by Mr. Harry Cooper, a former sub-editor of the defendant

the action

firm, for alleged wrongful dis- missal. Plaintiff claimed 81,000.

THE JUDGMENT. Giving judgment. His Lordship said: I am indebted for the full and able presentation of this case,

Mr. Jenkin said that the Bank he was not making any attack on they were two days late in calling a for both sides.. It raises issues of

went into voluntary liquidation and In rewdlution was passed on May 2, 1929. The petition for a compulsory order was filed on May 30 and on that date the debt in respect of which the petition was fled was $70,000 with interest which together approximated $76,300,

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interest to local journalists.

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Dealing with the failure to sail a meeting, Mr. Brewer said that either of the men, but he would meeting in any case which was due submit that it was impossible that to the necessity of giving adequate

The plaintiff was employed on a notice of an extraordinary general they could hold their appointments meeting and the liquidators were verbal arrangement by the defen- as liquidators without prejudice toaked not to go ahead. From the dant Compatty at first on trial as the Company's "ereditors.

outset they had been engaged on

"reporter" in June, 1927; later such an agreement which would! enable them to pay tribatories wished to save expenses agreement as from August 1, 1927. full. The con he was engaged under a written

and that was, why they chose the Las" a "sub-editor-reporter," the every intention of paying all their term of the agreement being for Company's officers because they had debts in full whether they were four years. On December 28, 1928, allowed to re-open or not, although he received three months notiec they wished the formos.

Another point was that liquidator might miscondues himself in some way, although that agnim It would be seen that the petition was not personal, In the present er was a very substantial creditor application the first duty enst upon and she was supported in her peti-n liquidator in pursuance of the Cetion by thres other creditors for Ordinance, was to call a meeting

small amounts. The total debtauto

of creditors within three weeks of his appointment.

Mr. Brewer's affidavit which was that the contributories End asked Mr. Brewer not to do so.

Mr. Jenkin replied that that was no excuse,

Mr. Lee Yuk Tin.

DES VOEUX ROAD || gether approximated 880,000.

The company was incorperated on His Lordship referred to an ex- February 22, 1927, its first Preplanation given to this matter it sident being Mr. N. I. Brewer. Business started on May 16, 1997,. and from the return of allotments which was filed on June 22, 1997. is appeared that Dorothy Brewer. the wife of Mr. N. L Brewer, one of the present liquidators, And sub-{ scribed for 1,800 shares. The shares

Mr. Jerkin submitted that it must of the company were of the nominal value of $100 each, which meant that where they were not, given an op be clearly prejudicial to creditors Mrs. Brewer undertook total portunity of getting together and he was more

it liability to the Company of $480,000. saying whether they would be satis. fied with the liquidators. There A balance sheet of the Company were circumstances where public

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with

The Chief Justice: 1 am not in clined to hold that as misconduct in itself.

of dismissal, which expired An March 31, 1920. He accepted this under protest; and here claims damages for wrongfal dismissal.

The written agreement contained months notice on either side. The clause for termination by three plaintiff contends that, in the course of his employment, that con-

act was replaced by a verbal con tract of general hiring, by the terms of which he claims to he entitled to six months' notice.

dated June 6, 1929, was filed which investigation was necessary, but in representative of her late husband to decide a bona fide dispute.

showed that the total amount of capital subscribed and allotted amounted to $2,813,260. Inasmuch

such cases judges were careful to Roint out that they were not Fre judging the matter.

Journalistic Grades,

The circumstances proved in evidence are as follows: By the written contract, the plaintiff be came a sub-editor-reporter on the defendants' staff. A sub-editor. reporter is a well-understood journalistic grade. The grade is

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It had been stated that Mr. Lee Yuk Ti had absconded with funds of the Arm. There was no evidence in respect of that and he thought it only fair that there should be further mention. It was true that they did not know where Mr. Lee Wis. It was also true that there were funds belonging to the Bank for which he was accountable and which were also missing. There was, however, another interpretit of dismissal the employment was or The question whether on the date tion of that. Mr. Lee, like himself,

was not regulated by the original And been in receipt of letters

agreement is one of fact. That threatening Assassination. He was Inst heard of at shekki

agreement was at no time expressly There was no reason why he, Merevoked. The case for the plaintiff

is that it was cancelled by implica Brewer, should defend Mr. Lec as

tion-an implication to be inferred a friend of peti- from the conduct of both parties. tioner. The petitioner bad in no way been prejudiced. She had been point easy. The parties are here consulted throughout and as the

I do not find the decision on this

the second largest shareholders in the Company. Her husband was the maker of the Company. From a small business he shaped the policy, opened branches and ran it success fully and his death caused a gap which had caused a lot of trouble. If he were still alive there would be a different story to tell. Their natural feelings were they would do that of sub-editor." The. On April 17, 1999, a private com.

anything they could to assist the duties of the grade include both the pany was incorporated under the

petitioner.

collection of copy (which is report-, style of the Instone Trading, Ltd.

The chief objection to a compul-ing) and the arrangement and re- That company had a capital of half

sory winding-up was because it vision of copy (which is sub- million dollars divided into 500

which had been entered into by the duty of reporting may in emergency would prejudice the agreement editing). I understand that the scribers were Mrs. Brewer and Mr.

the order was made, the syndicate the editorial staff. present liquidators and a syndicate. fall to the lot of any member of Lee Yuk Tin. At the time of the

would be entitled to repudiate the incorporation Mrs, Brewer was

The difference in the function of Acting as secretary to her- busband

agreement if the present liquidators a sub-editor-reporter" and a who was the President of, the Bank-

were set aside as it would then be-

"Bub-editor is that while the first tion. It is not to be supposed that ing Corporation. The other signa

come invalid. He wished to avoid will expect reporting in his routine, tory, Mr. Lee Yuk Tin was the Vice-wanted to correct a suggestion that investors, whose

Mr Brewer said he first of all prejudice to the bundreds of small the second will only undertake it the defendant ever contemplated re- President of the Instone Banking.

money totalled occasionally. Corporation. The two of them sub- the petitioner represented 60 per

$40,000. For their sake, he asked scribed $1.000 each and so far ascent, or anything like it of the his Lordship not to make the order. was disclosed by the register that capital. Petitioner had been a He would further state they were was the only capital taken with the knowledged by the liquidators to be willing to submit to a supervision Instone Trading, Limited.

a creditor for 833,000, but her estate order as such order could be ade under which she claimed another

quately met. $35,000 was actually a debtor.

Mr. Jenkin: There is sot the slightest evidence of that.

as the shares, with the exception of 500 founders shares which were of inch, were $100 each, they could safely assume that the shares issued would be 26,130,

shares of $1,000 each. Two sub-

Subscriber Absconds,

The facts of the Instone Trading. Ltd., were not questioned in any shape or form: Since the incorpora- tion Mr. Lee Yuk Tin had abscond-

Mr. Brewer, in his affidavit of reply, had objected to compulsory winding-up because the scheme re would be prejudiced by sack an solved upon by the contributories order. But for that fart, the chiqui- dators would probably agree to an order.

The scheme would not, in coun- sel's opinion, be prejudiced, because of a resolution passed on May 31. The only difference would be that instead of Mr. Brewer going to Court for approval of the scheme na voluntary liquidators, the Official Receiver would do D.

MR. BREWER'S REPLY..

THE JUDGE'S DECISION, Giving his decision, his Lordship said the Company had had a In his ver short existence. It was in-

The Chief Justice' said they must keep to the affidavits.

above that of reporter" and be S. Moutrie & Co.,Ltd.

Chater Road.

leasing the complainant from this At the time of his engagement, undertaking, the plaintiff, was third on the sub- Again, the contract entitled the editorial staff; at the time of his employee la certain circumstances dismissal he had been the first mem-to the payment of his fare to Eng- ber of that staff. His salary had land. I find no reason to suppose been raised beyond the figure set that when he took his seat as senior down in the agreement. His dusica | sub-editor it occurred to the plain- had acquired a sub-editorial char-tif that he was then resigning his acter. He was writing a propor right to such a passage.

top of the lenders. He controll ed the editorial staff and pre-

of them for his employers.

During the employment, the work changed and the payment of salary

were ever related by the parties to

ed taking with him money belonging opinion-the case needed independent corporated on February 2, 199pared confidential reports on each increased; but if these incidents

to the Bank.

investigation. The transfer to the. Its business started on May 18, 1927, Instone Trading, Ltd.,"required full and on May 2, 1920 a resolution was inquiry without saying anything at passed for the winding-up of the all about the other facts. Mr. Company voluntarily. He

Mr. N. I Brewer's. position was very dificult and he was willing to hear him.

Mr. Brewer went on to say that the Company, although wound-up, had sufficient assets to meet all claims over and over again.

His Lordship remarked that that was not in evidence."

Four days after the incorporation on April 21, 1998, Mrs. Brewer transferred 84,500 worth of her shares in the Instone Bank. could not put it higher at the mo- ment but it appeared from the Ale that a similar sum was acquired by the Trading Company. There was no doubt that during that period the Instone Trading, Ltd., acquired 84,500 worth of shares in the Instone Bank. The inference was made stronger because the transfer by Mrs. Brewer was in one block and the acquisition by the Trading Company was also in one block. No other shareholders but Mrs. Brewer were shown in the re- turns as being the bolder of the block of shares, which carried a liability of 8405,000 at the date of transfer.

Mr. Brewer continued that it had been put forward by the petitioner, that the allotted capital was a very large sum, and it had been stated that the amount of shares insued

Brewer, President of the Company, and Mr. C. A C. Rodrigues, the accountant, were appointed liquida. tors.

On

New Contract Superseding the Old. the original contract, I am satisfed I am asked to infer as a fact that that they operated in their minds a new contract superseded the old possibly as variations of it (in from the moment when the plain which case the legal validity of the if assumed duty in charge of the written contract remains) but never sub-editorial staff And indeed in any sense as a new contractual there exista bere, material to sup-beginning. Any new duties were The petitioner represented that if port such a finding. The witnesses akin to the old.

called are unanimous (including For the purpose of his employ- the voluntary liquidation was allow Mr. Burnett, who is principally meat, the new sub-editor" was the ed to continue the interests of the interested in the defendant Com old sub-editor-reporter writ petitioner who was a very substrin-

pany) the point that in large. tial creditor, would be prejudiced journalistic practice the line of and she was supported in her peti- demarcation is definitely drawn

Original Contract Not Rescinded. tion by three other creditors whose between the status of a sub- While admitting that the differ- total money amounted to the small editor-reporter" and that of a ence in the status of the two offices Bum of 83,000 odd.

sub-editor." I cannot but give might be considered by some juries. for cash was in excess of one One outstanding fact was proved considerable weight to this evidence. ta go in pars to the root of the million. That had not disappeared to his satisfaction which required

And yet in the circumstances of original contract, I nevertheless be- into thin air but was represented that steps should be taken to ensure the case my mind is led the other lieve that it was at all material by existing assets and the amounts a thorough investigation of the way. The problem is to decide times, the intention of these parties on creditors were very small

circumstances. It appeared that whether the conduct of the parties that the original contract should The annual balance sheet for the The firm had closed owing to re- Mrs. Brewer, who was the wife, of can be rationally reconciled with still function between them. That period ending on April 30. 1928, verses beyond their control. In Mr. Brewer, was allocated 4,600 the continuation of the agreement, being so, in my opinion, the plain- dated June 6, 1928, was in due their branches they had paid off shares of 81,000 each so that she or whether the, abrogation of the tiff's case fails. course filed in the Registry of the every ereditor and in Hong Kong undertook to take up share value agreement is necessarily to be con- Supreme Court, that being a balance they had paid off every creditor of 8480,000. Before the passing of cluded therefrom. sheet of the Bank. On August 22, until they came to the end of their the voluntary winding-up resolution,

It appears to be a custom in the 1928, a call of 825 per share was cash. They had sufficient substan the 4,500 shares. were transferred by Colony for. journalists to work up- In view, however, of the possi made by the Bank. After that tial assets and outside capitalists her to the Company known as the der written agreements. All other bility of further proceedings in lability had been met, the sum of were willing to come in and pay off Instone Trading, Ltd. On these members of the defendants' edi- which the parties might be held $112,500 would have beer payahle every creditor immediately, provid-shares so transferred the appeared torial staff have been so doing. It to have entered into a contract of in respect of the 84,500 which heed the business re-opened. All they to be liable to the extent of $405,000 the plaintif were employed in general hiring-I will add on the had just mentioned. Whether that asked was for permission to re-open in Company the subscribed formally, as he claims to have been, question of reasonable notice (which payment had been in fact made and pay everyone in full.

capital of which amounted to he would be the only member of the again is a question of fact) that Mr. Jenkin said he did not know. Under those circumstances no 82,000,

staff so employedi

after reading the authorities cited It seemed hardly feasible as the creditor. could be prejudiced because His Lordship concluded it seemned

and after considering the evidence A. Bignificant Omission.

of Mr. Donaldson and other wit Trading Corpany had no greater every creditor would-be paid in to-him that Mr. Brewer, and Mr. capital than $9,000

full-whether-the-order was made. Rodrigues were hardly in a position.

It was to be anticipated that inesses, and after making use of my Mr. Jenkin submitted that an in-or whether they were allowed to re- to carry out their investigations in the minds of these parties the own, knowledge of local conditions, dependent liquidator should make open. There, he submitted, the under the circumstances of that written agreement had been aban. I am of opinion that three months very careful enquiries into the cir- wishes of the contributories should transaction. He would not say any doned, it would normally be at is a remappable notice to terminate thing as to whether it was a valid once replaced by another similar contract of general hiring of a cumstances under which that trans- have weight..

The fact that he had been man- transfer or not, but he agreed with agreement. This ommission is, to sub-editor (or sub-editor reporter) Mr. Jenkin that it required inde my mind, significant of an inten- on a local editorial staff, provided by reason of the fact that from an ager of the firm was an asset and affidavit of Mr. Brewer, it had ap-not a liability because for the last pendent investigation. On those tion to maintain, the first agree that the employee has been recruit- parently been found necessary for two years they had been able to grounds, he would make the required ment. Further, the written contracted within the Colony.

On this point, I have not been the Bank in voluntary liquidation see his methods of working and his order for compulsory winding up of contained a restrictive undertaking, to be at some pains to

be the rate ofish the MURIONS BRUTO DEL Commal.referred 14xious decision

(without consent, given) eiminto this Court. My judgment is for of $100,000 in order to meet the i tor had been carried without a dis- Receiver to become provisional

duties in the Colony on its termina- the defendant with coste. Equidator. liabilities and carry on its business. sentient vote.

THE GENERAL ACCIDENT FIRE AND LIFE ASSURANCE CORP., LTD. er was made. More particularly

Долита:

Fpy information apply)

H. BACKHOUSE, LTD.

TEL. No. 1783,

Ja, Chater ROLD..

The notice given to him was in nzcordance with his contract" of employment.

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