1906-03-03 — Page 3

THE PEAK TRAMWAYS.

THE AMALGAMATION SCHEME..

PROCEEDINGS IN COURT.

26th ult.

In Original_Jurisdiction this morning. His Honour Sir Francis Piggott, Chief Justice presiding, the case was heard of D. E. Brown Tuing on behalf of himself and others versus the Hongkong High-Level Tramways Co., Ld and Messes. J. D. Humphreys and Son was opened.

Hon. Mr. H. E. Pollock, K.C., instructed by Mr. John Hastings, appeared for the plaintifs, and Mr. E. H, Sharp, K.C., and Mr. M. W. Slade, instructed by Mr. J. H. Harston, of Messrs. Ewens, Harston and Harding, ap. peared for the defendants.

The statement of claim was as follows:- 1. The plaintiff is general agent in this Colony of the Canadian Pacific Railway Company whose office in this Colony is situate in Hotel Mansions, and he is suing in this action on behalf of himself and the other shareholders of the Hongkong High-Level Tramway Co. Ld.

2. The first defendants are a Limited Com pany registered in this Colony, which owns and works a tramway from S. John's Place to Victoria Gap at the Peak, which tramway was constructed and has been and is being carried on and worked under the provisions of Ordin ance No. 2 of 1883, (formerly known and num. bered as Ordinance No. 6 of 1883).

3

The defendants, Messrs. J. 13. Humphreys and Son, are the general managers of the de fendant Company and were nominated as li quidators thereof by the special resolutions hereinafter referred to.

3. The plaintiff and one Allan Cameron, and certain other persons who dissected from the said special resolutions, were and still are shareholders in the defendant company,

4. On about the 22nd May, 1905, the second defendants as general managers of the defendant company caused to be circulated to the shareholders a circular, convening à meet ing for the purpose of sanctioning the re-con- struction of the company, the object being to enable the company to acquire and construct A new tramway to the Peak which otherwise would be constructed by an independent com. pany necessarily working in direct opposition to their company, which would, the managers considered, be fatal to the continued existence of their company as a dividend-paying concern, and they had therefore been strenuously opposing that scheme, but finding they were unable to prevent it they made arrangement with a view to amalgamating the two concerns, so the proposed re-construction would be advantageous to the company, and the principal shareholders had expressed their cordial approval of the plan. In case the reconstruc tion was sanctioned the profits made half-yearly would be made up the 31st May and then distributed as dividend,

5. On or about the said 22nd May, 1905, the second defendants also caused to be circulated another notice convening a meeting for the 3rd June for the purpose of considering the advisability of the dissolution of the company and for the purpose of passing the following resolutions: (1) That it is desirable that the company be dissolved and that it be wound up voluntarily. (1) That the general managers be and they are hereby appointed liquidators, (3) That the liquidators be and they hereby are authorized to consent to the registration of a new company to be named the “Peak Tram- ways Company, Ld.," with a memorandum and

THE HONGKONG TELEGRAPH SATURDAY MARCH

(2) An injunction to restrain the defendants from carrying the said resolution into effect, or, in the alternative,

formed. He said that re-construction bore, no, fixed technical meaning, but the most essential part of a re-construction was the formation of a new company to take over the assets of the ald one.

(3) A declaration that the plaintiff, and all the other shareholders in the defendant

His Honour asked if it was possible to have company who have expressed their dissent in

In writing from the said resolutions, were not and reconstruction without section to are not bound to accept the sum of $200 per Palmer it was laid down that there were the share, which is mentioned in the said resolution following modes of re-construction. The first for their interest in the said company, but were was by special act of Parliament; the second entitled to require Messrs, J. D. Humphreys by means of a sale sauctioned by the Court; and Son as the liquidators either to abstain and the third by a voluntary winding up and from carrying the said resolutions into effect or proceeding under section 1bt, the fourth by to purchase their interests at a price to be demeans of an exchange of shares, followed by a termined in the manner prescribed by section voluntary winding up; the fifth by means of 201 and 202 of the Companies' Ordinance, sale before winding up, to be paid in shares of 1865.

(4) Costs..

THE DEFENCE.

the

the new company.

Supposing there had been no allusion to shares here, and that it was wound up, and The defence adduced was, that the defea-liquidator appointed who sold the under dants admitted the first eight paragraphs of the taking of the old company to the new

for statement of claim, and say that the special company simultaneously created the resolutions therein referred to were valid and purpose, it does not matter what effectual. They admit paragraph 9 of the said | proceeding is called-it

is a legitimate statement, and say that the tramway and un- Iransaction which would result in the new dertaking of the defendant company has not company carrying on the business of the old. been sold or disposed of, and that the obtaining Whether it is called "re-construction," "re- of the approval of the Governor in Council is organization," or "amalgamation," is quite im not a condition precedent to entering into an material. agreement for the sale of said tramway or undertaking.

‘AN UNPARDONABLE OFFENLE."

ENGINEER'S CERTIFICATE CANCELLED.

a8th ult.

:

At the Harbour Office this morning, before Captain the Hon. Bames-Lawrence, Harbour Master, as Inquiry was held into the cir- cumstances connected with a charge of negli- gence preferred by Thomas Watson Robertson, superintendent engineer of the "Star" Ferry Co., Ltd., against the engineer of the ferry launch Morning Star, which occurred on board the launch on the 17th and 20th instant in the harbour,

NOM.

3, 1906.

THI "CAO BANG"

SAIGON DOUBTFUL OF HER SALVAGE..

28th ult The Goo-bang, says the Courrier Saigonnais, is still on the island of Palo Canton, and its situation has in no way improved. By the Occanten there has arrived at Saigon, M. César, the engineering expert of the Messageries Maritimes Company. M. Cétor has been specially sent 10 consider whether the Cabing cin be refloned, and is accompanied by M. Mazich, who is connected with the Toulon arsenal, and whose services have been 'lent to the M. M. Company. Prior to the arrival of The complainant stated that on the 17th M. César, a careful examination of the vessel's instant, at 12.45 p.m., he was on board position had been made for M. de Bailloud, the the Morning Star going across the har- Company's agent-general, by M. Ristorcelli, bour Witness went to the lower deck and the company's manager at Saigon, in company locked down late the engine room and saw the with Mr. Jameson and M. Mazich. From that fireman on duty working the engines. He examination it was clear that the refloating of went below at once to see if defendant was the Cao bung presented great difficulties. Mr. present. When the fireman had started the Jameson dematted a million francs (£40,000) engines he returned to the stokehole-an to refloat the vessel and tow her to Hong- entirely different compartment from the engine-kong. The repairs which would be involved Witness remained in the engine-room were estimated to cost more than another all the way across the harbour and during that million francs. The Cao dang cost when new time there was no one in the engine room but three millions, so that it is almost hardly worth His Honour: The difficulty. I felt was himself. When entering between No. 2 and while spending, 480,000 in re-floating her whether the re-construction as mentioned in the 3 wharves the fireman again came from the Another reason for this view is to be found in notice that the undertaking would be sold to stokehold and worked. the engines into the The fact that under French law merchant ves the new company, and, as you put it, com-

camber. On returning to the main deck, after sels subsidised by the French Government pulsory sale of shares for cash is possibly a re-the Morning Star was moored as the wharf, must not be repaired in a foreign couuiry, and construction.

the engineer passed witness, having presum-if the Coo-bang were repaired in Hongkong ably been informed that witness had been in

she would cease to be a subsidised vessel. the engine-roam.

Consequently it was to be expected that C. Xavier corroborated the evidence of the the Messageries Maritimes would prefer to fist witness, and added that when he saw that build a new vessel in France for the trade the engineer was not at his post witness sant the Far East. That was a reason which the fireman to call defendant. After the fire-led the people, of Snigon to regrel once roan had returned, witness saw the engineer again that there were no docking facilities getting out of his bunk. He (defendant) was at Saigon. Very fortunately, however, asked what he was doing there but gave no that important equipment of the port is reply.

to be provided shortly. M. François Deloncle has conferred with M. Clementel, Minister of the Colonies, on the subject and it has been decided to appropriate 16 million francs-out of a total sum of 80 millions, to be devoted to works of public utility-towares the construc

This is also to be tion of a graving dock, etc.

connection with the defence scheme of the French Government in ludo-China. But, continues the Courrier Saigonmais, before there is a dry dock where will the Cao-bang be? Some of the officers of the vessel are still in the vicinay of Pulo Canton. When the vessel is given up as a hopeless wreck it will then pass from the M. M. ompany to the Government. The Courrier, it will be seen, is far from sanguine that the vessel will be refloated.

-ཎྞཾ

Mr. Sharp: You can only set aside such a transaction on the ground that it is fraudulent, The company was wound up by the consent of the majority of the shareholders, and the liqa dator was appointed. He has statutory powers and he chooses to sell the new company.

His Honour: The precedent of re-construc- tion did not contemplate that-

Mr. Sharp: I don't think it matters what the transaction is called.

His Honour: The point; now, is whether there was sufficient notice to the shareholders whether the notice which was first for re-cen- struction was sufficient, as it afterwards turned ous to be proceedings by way of sale to a new company for cash,

Mr. Sharp-1t is not re-construction under the Act; it is wholly independent of the Act. It was a perfectly proper transaction, which may or may not be called re-construction

Mr. Pollock: But the payment- Mr. Sharp, continuing his argument, said that the $10,000 paid out of the funds of the old Company to Messrs. Benjamin, Kelly and Polis was for brokerages and other legal charges not for promoting the scheme as stated

With regard to paragraph 10 of the state- ment of claim the defendants deny that the second defendant at any time agreed on behalf of the defendant company to purchase any right, benefit or advantage possessed by Alexander Findlay Smith, or to pay therefor out of the funds of the de fendant company the sum of $25,000, or any sum to Alexander Findlay Smith, or the sum of $10,000 or any sum to the China Commercial Company, Ld. With regard to paragraph 1 of the statement the defendants say that by an indenture dated the 17th October, 1905, but actually executed in the first week of August, 1905, between the said A. F. Smith and E. S. Kadoorie and the China Commercial Com pany, Ld., A. F. mith by the direction of E. S. Kadoorie and in- pursuance of an Agreement made between E. S. Kadoorie and A. F. Smith assigned all his rights and in terests in the Bill promoted by A. F. Smith for a new tramway to the Peak to the China Commercial Company, Limited, for the sum of $25,000. The defendants deny that said sum of $25,000 has been paid or agreed to be paid out of the funds of the defendant compony,

The second defendant admitted that on the 18th October, 1995; they consented to the registration of the "Peak Tramway Company, Limited," but they deny that they assigned or purported to assign the undertaking, busi- Mr. Sharp then fealt with the grounds of ness or property of the defendant company objections urged by the plaintiff against the On that date the second defendants entered special resolutions referred to, and then touch. into an agreement with the Peak Tramwayed upon various points which arose in the course Co, Ld, to assign to that Company the under- of the arguments. The first of these was the taking, business and property at a future date mode of arbitration. While they admitted and subject to the fulfilment of the conditions they had offered arbitration to the plaintiff, of the said agreement. The conditions of that they denied that plaintiff was entitled to agreement have not been fulfilled and the un arbitration at all. The defendants might dertaking, business or property has not been consider the mode, if any, of arbitration to assigned,

which the plaintiff was entitled. Upon that point he would only observe that the Articles of Association ever-rode section 202. He also submitted that in any case the resolu tion to wind up the Company was valid, and the other resolutions could be confirmed. whatever happened, continued Mr. Sharp, the old company was in liquidation, Another point to be considered was that of the share- holders who were away from the Colony, but with which His Lordship had nothing to do, The Articles provided for ten days' notice of move themselves out of reach of such notice it was the fault of no one but themselves if they previously neglected to appoint legally con stituted attorneys with power to represent them at meetings and record their votes, or if, having done so, such attorneys neglected to attend such meetings and record the votes they were em powered to record, and the shareholders must abide by the consequences of such absences."

With regard to the 13th paragraph of the sintement of claim, the defendants said that by an agreement dated 25th October, 1995, the China Commercial Co, I.d. ageed to assign to the Peak Tramway. Co., Ld, all the rights and interests of the said firm under the said assignment to the Peak Tramway Company in consideration of the sum of $35,000, and not $25,000 as in that paragraph stated, but the said sum of $35,000 has not been paid and the said rights and interests have not been assigned. The defendants also said that the plaintiff the Companies Ordinance of 1865. By anticle top of the Articles of Association of the defendant company, it is provided that every question of difference that shall arise be tween the company and any person having any interest and right in the company shall be referred to arbitration in the manner therein laid down.

The Harbour Master-How many engineers are there for each launch?

+

Mr. Robertson-There are two engineers for each vessel, who divide the hours of running between themselves, viz: 14 hours per day.

In his reply, defendant said that on the day ia question he was only out of the engine-room for about eight minutes to get a towel to wipe his face and it occurred when the ferning Star was half way across. The fireman was in the habit of lending a hand in the engine-room but defendant denied asking him to look after the engines.

Capt. Barnes-Lawrence, in summing up, said that the complaints showed a very gross neglect of duty. Defendant admitted the first case of negligence but in the second his statement did not adhere to truth, "To leave the engine- room under the circumstances brought to light," continued the. Harbour-Master, "is an unpar donable offence, and one which might have endangered the lives of the passengers on board at the time." The defendant's certificate was cancelled.

THE NEW " EMPRESS."

C. P. R.'S NEW STEAMER LAUNCHED.

.

The C. P. R. steamer, Empress of Ireland, was successfully launched on Jan. 27 from the Fairfield yards, Govan, in the presence of large gathering, including many Americans and Canadians.

SINGAPORE HARBOUR,

SCHEME PROPOSED INVOLVING OVER ONE MILLION STERLING.

63

ALLEGED UNKEST IN CHINA.

AMERICAN ALARM, The Manila Cadlensws prints the following message dated, Peking, Feb, 23:-

The Government of China is in drend of an uprising directed against the throne as well as sgainst the foreigner. The court officials bava informed the representatives of the Powers here that they have reasons to believe that a concerted effort will be made throughout the empire by the disaffected elements to end the raigs of the present emperor, and to sont a pure Chinese, or to form a republic.

The court does not know enough of the alleged rehellion to seize its leaders, but sus. pects are being arrested every day. Tho officials are in terror of the expected onslaught, and seek counsel and aid of the Powers. It is believed here that the Powers will throw beavy garrisons into the principal Chinese-cities, at the request of the Government, who fear the internal troubles more than the possibilities of aggression by foreigners,

Commenting on the situation our Philippine contemporary says:-There is little doubt that the authorities at Washington realize the gravity of the situation and that is the estima- ton of the war office the temper of the Chinese is dangerous. On the other hand, the British authorities at Peking say they expect no trou- ble just now in China, and officers of our army who have either just returned or have received letters from brother-officers travelling as ex- perts through the celestial empire, sinte that reports of agitation against foreigners are very much exaggerated. As far as they can see, the country is peaceful. No signs of especial An officer who military activity are visible. has just returned from an extensive trip through the interior states that all is ostensibly pence- ful and the natives show ne bostility. A mia- sionary also writes that he has travelled among the natives, with their revolt in mind, and has seen no evidences of anything but the usual. spirit of patient and plodding attention to their work, and no interest in either domestic or foreign politics or policy.

In the meantime, despite all opinions pro and cum, the American army is being prepared far emergency. Troops stationed in the islands were ordered over a month ago to put in their requisition for hewy clothing, and to prepare for field service. Pack trains are being organiz- ed. Practice marches are in order, and to-day it is reported that each battalion of infantry is to be supplied with two gailing guns, the piece de resistance for clearing obstructed streeta or dealing with mobs. The two transports which bear the extra regiments of infantry and artillery are on the way and the troops are said to bring with them four million cartridges and trany shell,

Each day fresh developments are expected, but until the time comes when we may be taken into Uncle Sam's confidence, specula- t-on on the topics of the day by various men of offairs prove interesting and we can at best chasole ourselves with the glad tidings that our Uncle Samuel is for once" "forehanded," and determined not to be caught napping.

OSAKA SHOSEN KAISHA.

THE SHIPPING TRADE AND UNPAYOUR- ABLE RUMOURS,

articles of association which have been pre-had no rights under sectiona 201 nud 201 of any meeting, and if shareholders chose to re- power; her engines are built to develop alongside the qvay to be 18 feet admitting with reference to the situation of the Osaka

pared with the approval of the consulting committee of the company.

6. That the liquidators be empowered to

sell to the Peak Tramways Co., Ld., the under taking of this company at the price of $200 per share either in cash or in shares of the new company at the option of the shareholders of this company and to enter into all necessary agreements to that effect,

Should the above resolutions be passed by the requisite majority they will be submitted for confirmation as special resolutions to a second extraordinary general meeting which will be subsequently convened.

7. In pursuance of the notice the meeting was held on the 3rd June, 1905, when the aforesaid special resolutions were, or purported to be passed, the plaintiff and other shareholders of the said company dissenting from, and voting against the same.

8. On the zoth June, 1925, the second meeting was held for the purpose of confirming the said resolutions and they were or purported to he passed, plaintiff and the other shareholders again dissenting from and voting against the. special resolutions.

9. On or about the 26th June the plaintiff and other dissenting shareholders gave the defendants a notice in writing to abstain from carrying the said special resolutions into effect or to purchase the interest of the plaintiff and the other dissenting shareholders in the defend. aut company, in pursuance with the provisions of section 201 and 201 of the Companies Or dinance of 1865.

10. The defendants did not, prior to the meet ing, obtain the approval of the Governor in Council to the sale or disposal of the tramway or undertaking of the defendant Company which approval is by section 45 of the said Ordinance No. 2 1883 made a condition pre- cedent to such sale or disposal, and so far as the plaintiff is aware no such approval bas since been obtained.

15. lo or about the month of April or May, 190s, without the authority of the shareholders the second defendants agreed to purchase the interest of Mr. A. F. Smith in a Bill for the construction of a New Tramway to the Peak, and to pay therefor out of the funds of the da fendant company the sum of $25,000, and the further sum of $10,000 to the China Commercial Company.

TOURIST TRAFFIC in JAPAN.

Touching upon another point, the Court was always ready to support the majority against a IMPROVEMENT OF FACILITIES FOR TRAVEL dissentient minority, in all that majority did which it was empowered to do and may have done irregularly. This was a proposition of law. The defendants did not, of course, admit that they had done anything irregular. What would happen if the plaintiff succeeded in this case?

His Honour: You mean if he obtains an in- junction?

upon

nd he suggested that further information the subject should be afforded. Ilis Excellency replied that the Government would be perfectly willing to give any hon. member of Council any information in its pos- session bearing on this matter With regard to the special points-the question of Singa pore River and Tanjong Fagar-the case of Tanjong Pagar had to find the money to meet all charges upon it. With regard to the Singapore River, there was no intention on the part of the Government of rushing the matter upon the Council, but as they knew he was going on short leave and it was thought desirable to have some opinion on the subject before he went home, that was the only reason they desired to have, at any rate, a begin ning of the discussion at the following meeting. It is estimated that the work will occupy some eight years.

It appears that the unfavourable conditions prevailing in the Japanese shipping trade available are giving rise to various rumours consequent upon the large number of vessels

Shosen Kaisha, nùd some of the larger share- holders of the company are said to be selling, In reply to these rumours the Osaka Asak states that of course the Osaka Sbosco Kaisha Cannot be exempt from the difficult position in which all the steamship owners in Japan find themselves at present. Vicissitudes are liable 10 attend business, but there can be no cause at present to fear for the prosperity of the 0.5.K.

The Osaka journal gives the position of the company as ascertained from the proper source. The total profits of the company for last month, says the Arahi, amounted to

115,510, against Y174,621 for the cor espond- ing month of last year. There are no signs of improvement in the business. The month of February is generally a bad one for the ship- ping business, and so for it is impossible to hope for any better result than in the previous month. The paid-up capital of the company in the first half of last year stood at Y8,250,000, and it is now Y10,000,000. On this increase in rapi al, the prefits for last month showed a heavy decrease as compared with January last year-a decrease caused by the advance in. coal and increase in general working expenses, but little increase in receipts. The receipts and expenses of the company for last month are compared with the corresponding month of last year as follows:-

RECEIPTS,

Freight

This year, Last year. - V44641 Y417.408 Passengers......................... 173.509 *130,996 Charter money............

MAIZURU AS A FOREIGN PORT Government subsidy...

At the last meeting of the Legislative Coun cil of the Straits Settlements the Colonial ecretary gave notice that at next meeting he would make the following motion:-" That is Council approves the acceptance of the tender of Sir John Jackson, Limited, for the coo. struction for a sum of £1,030,693 of the works for the improvement of Singapore Hasbour as proposed in the report of Messrs. Coode, Son and Matthews, dated 15th February, 1904, excluding the South nad East Moles, as re- commended by the Consulting Engineers in the telegram from the Crown Agents for the The Empress of Ireland is a twin screw Colonies dated 13th February, 1906, the depth steamer of 14,500 tons and 18,000 horse-

of a depth of 20 feet hereafter, by further speed of 18 knots, with a reserve of two knots, | dredging, and on the understanding that the equalling 20 knots. She will have accom

contractor agrees to construct the iwo outer médation for 412 first-class passengers. The protection moles if required by the Colonial maiden voyage of the Empress of freland will Government within two years from the ac be made in June to Quebec,and Montreal,

ceptance of the tender. Mr. John Anderson temarked that this involved questions uppn which one would desire some information, such questions as what was proposed to be done in connection with the Singapore River and what On the 27th October, 190, the defendants,

was proposed to be done by the Government desiring, if possible, to avoid further litigation

with regard to the extension and development and delay, and being satisfied that the price of

of Tanjong Pagar. These were questions $200 per share, fixed by the said special

The Nichi-Nichi has an article in which it which bore more less on this motion, resolutions, was proper price offered the

urges the improvement of the internal com plaintiff to submit the price to be paid for his

munications of the country so that the influx share and interest in the defendant company

of tourists into Japan may be encouraged. in the manner provided in the Articles of

There is no doubt, says the Tokyo journal, that Association. The defendants were under no

the number of tourists coming to Japanis year legal obligation to make such offer, and

ly increasing. In 1904 the number decreased the plaintiff has no right to have the price

in consequence of the war, yet it reached 13,500, determined by arbitration under the Articles

Mr. Sharp: Yes, my Lord; one of two things while during the second half of last year, with or any Ordinance at all, and the said special resolutions, under which the price was would happen: The resolution would have to an assurance of peace in sight, visitors began fixed, are binding on the plaintiff

be passed over again-there is no doubt about to increase, the total reaching 15,000 in round The plaintiff, by his notice of tissent referred that, and to point must be overlooked, as we figures. There is scarcely any doubt that the to in paragraph 2, elected to treat the said are not the new company after all, although incoming of Europeans and Americans into we are in a position to exercise control geoer Japan will have a beneficial effect on Japanese special resolutions as valid ond effectual. Those resolutions were confirmed on 20th ally. The new company has been registered politics, science, and art. At the same time Juse, igas, and the plaintiff gave his notice of with our consent, and it could act indepen- tourist traffic, financially considered, is a most dissent on the 36th idem., and during the dently of us. If it did we should be left important subject. The part japan played in months of July, August, and September, in an awkward position. It has entered the late war has induced foreigners to become 1905, was negotiating with the defendant into a definite and binding agreement to interested in the country and the Japanese, and for a larger price than $200 per share buy Findlay Smith's concession from the has given them an incentive to study the people and their fostitutions more closely than was for his interest in the said company, and China Commercial Company, and will have to

to this class of visitors are on the 15th September received notice that carry out that 'agreement. It might carry done before.

added those who are attracted to these shores the liquidators intended to carry the spa.

out the new line after all-I don't say it cial resolutions into effect. But the plaintiffs would, but one of these two things must occur: principally for the purpose of pleasure, it is cor rect to assume that the number of tourists will did not commence this action until the 24th either we must pass this resolution over again,

FUTURE OF THE JAPÁN SEA TRADL October, 1995, after the Peak Tramway Comor, what would be infinitely worse, the new gradually increase. pany, Ld., had on the 18th October, 1905, been company, being in a position to do so, might visitor spends Y1,000 on an average in Japan,

Japanese papers report that the Government formed and registered as aforesaid, and after act against us and do what the majority of the the amount expetided by tourists in 1904

has practically decided upon the opening of the agreement of the 18th October, 1995, with shareholders decided to prevent, by agreeing to totalled 13 million yen; and if millions in 1905.

the port of Maizuru to foreign trade, and a Bill the Peak Tramway Company, Ld., had been amalgamate. I submit, also, therefore, that the It is likely that the revenue from this source

to that effect will be introduced into the Diet will increase so long as there arise no circum. entered into in pursuance of the powers given new company ought to be joined in this case,

during the present session. Japan's trade with to the liquidators by the said special resolu His, Honour-Plaintiff asks for an instances which would adversely affect tourist

156723 219 375 tions. The delay of the plaittift in bringing junction to prevent the resolution being carried traffic. The question is, therefore, well worth North Korea and Siberia has been, steadily Charter money.............

75,416.

57137 this action was unnecessary and excessive and out, and you say the new company should serious consideration on the part of public men, growing, and of course the development will During the last ten years the balance of become even more marked in the future with discutitled him to relief by way of injunction, have been joined?

Total........... Y785,901 Y637.30B Save as aforesaid the defendants démed all

foreign trade has been unfavourable to Japan, the development of Korea and Siberia. Vadi-

The coal expenses, which amounted to the allegations contained in the statement. of

continues the Aichi-Nichi, and Japan must vostok is now the only Russian commercial

port in the Pacific, and as such its future imporY89,co (for January last year, increased to claims.

pay to foreign creditors for many years to come 70 or 80 million yen annually as principal and tance will be greatly increased. Among the V55,000 last month. Salaries and wages ac- Counsel were heard on both sides.

ipterest on loans. If under such circums- open ports in the Japan Sea are Niigata, count for from V46,000 to Y65,000, and the The plaintiff knew long before the meeting lances, the number of foreign tourists and the iyazu, and Tsuruga, but the first two are of cost of food from Yig,coo to Y70,003 There

little value and only the port of Tsuruga is of the existence of the scheme, and at that meet-amount of money spent by them in the country

is no p o pect of the coal market going down a increase, it will have the effect of moderating the used in Russian trade to any extent. Recently few months hence, and the pay list is now ing he asked questions with a request for cop- firmation of the existence of the scheme, so

the Standard Oil Company constructed oil; reduced to the lowest possible bgure. Recently advocate the promotion of industry and the ex tanks at Tsuruga, but owing to the exposed many bands were dismissed, but this does not that if there was any insufficiency of notice the flow of specie. A class of optimistic critics plaintiff by his action waived it, and only raised portation of manufactures as a means of refund condition of the harbour, considerable difficulty reduce the expenses for six months by more the question when be found he could not get

ing the loins. While there is doubtless much is experienced in loading and discharging. than Y:quon, out of the company what he wanted.

truth in what is urged, it must be borne in mind For these reasons the authorities have endea-

Referring to the prospects of the working for that Japan, unlike America, has no practically voured to select a good harbour in the Japan the present half-year, the Aradi observes that inexhaustible natural resources, and also that Sea, so as to encourage trade with Korea and activity in the shipping business commences there is a limit to the productive power of the Siberis, and finally decided on the opening of generally by the middle of March, and there people, however hard they may strive. The Maizuru.

can be no room to doubt an increase from April increased export of manufactures, therefore, Maizure, where a Port Admiralty is now in the receipts. Taking the average monthly can hardly be regarded as the only means of situated, has made much progress commercially profit from March at Y150,000, the total at the solving the financial problem, and the people since the completion of the Hankaku Railway end of the June. will be about Y400,000, the ought to turn their attention in other directions, which now reaches the town, and it is destined surplus brought over from 1nt account, will The attraction of foreign visitors to Japan in to become a distributing centre for the San-in amount to Y1,230,000, With Y900,000 set and Hoksroku districts. The construction of a aside for the reserves, insurance, &c, the larger numbers is surely one of the means to this end. The building of hotels, parks, and railway to effect a connection between the two balance will be only about Y330,000, equal to other pleasure resorts, the organisation of piers which are being built it now proceeding about 6 per cent, per annum on the capital, A dredger is also. at work in the harbour to and nothing will be left to carry forward. 1 Guide Associations, etc., are all very well in their way, but they are matters of detail. What allow for the accommodation of large vessels, activity sets in a decline in freight cannot be and the dredging operations are expected to be avoided in consèquence of the remarkable in- is more important is the perfection of the facilities for travel and communication, to completed by April next. The Kyato Pre-crease in shipping. Great difficulty will be en- redace to a minimum the present obstacles fectural Government intends, it is reported, to countered by the company, concludes the and inconveniences incidental to travel. If disburse Y200,000 for engineering work in the Arak, but the company has an able man in this is done the volume of tourist traffic will river isagu, so as to prevent the silting of the Mr. Nakabashi, in whom shareholders may. increase without artificial encouragement. The harbour, Mr. Sakai, of the Statistical Depart-have every confidence.-Japan Chronicle improvement of the mechanism.of commusica- ment of the Kobe Customs, was recently tion is necessary not only for the attraction of dispatched to Maizuru, and made investigations visitors but for the development-of-commerce in connection with the opening of the port.HE. VUEN, Custome Taotai at Shangbal and and industry, Adyone who is conversant with The location of the Admiralty port and the site Provincial Judge Designate of Kiangst, will the large revenue which Italy and Switzerland of the new commercial port, being differently hand over his sea) of office on the 26th derive from tourist traffic, concludes this Nicht- situated, no objections are said to be offered intt, and will then proceed to Canton, to try Nicks, will readily understand the important or the part of the naval authorities,~Japan 10 restore amicable relations betwasa Viceroy'

Chronica. Rature of the propaalten.

| Tran and the gentry and merchants of Canton,

27th ult. 13. On the 17th October, 1905, the said A. F, The Hon. Mr. H. E. Pollock, K.C., instructed Smith assigned all bis right, title and interest by Mr. Joha Hastings, appeared for the plain- in the said Bill to the China Commercial Com-tits, and Mr. E. H. Sharp, K.C., and Mr. M. W. pany, Ld.

Slade, instructed by Mr. J. H. Harston, of 13. On the 18th October, 1905, the second Messrs, Ewens, Harston, and Harding, appear defendants, disregarding the said notice served ed for the defendants. on them by the plaintiff and other dissentient shareholders, caused a company to be register ed in the Colony as "The Peak Tramways Company, Limited," and on the same day en tered into an agreement whereby they assigned or purported to assign all the undertaking, business and property of the defendant Com pany to the Peak Tramway Co., Ld.

14. By an agreement dated 25th October, 1905, the said China Commercial Company, d. assigned to the said Peak Tramway Co, Ld., all the right of the former company in consideration of the sum of $35,000.

15. The plaintiff submitted that the special resolations were ultra vires and void because the notices were not in proper order and did not give sufficient Information to the share. holders as to the intended scheme, the capital of the Peak Tramway Co., Ld., being $750,000 which was six times the capital of the defendant Company.

The Plaintiffs therefore pray :- (1) A declaration that the resolations which wern or which purported to be passed and confirmed at the meetings of the shareholders of the defendant company, held on the 3rd day of June, 1905, and the 20th Jane, 1905, respectively, were and are Miira vires and Told

Mr. Sharp maintained that it was unneces sary that the Ordinance should be affected un- less it was proved that section' zot of the Company's Ordinance applied. The scheme should be indicative. My friend saya be agrees with that," remarked Mr. Sharp.

Mr. Sharp: Yes, my Lord; for to set aside the resolution would be to set aside the agreement, and that could not be done without the new company being before the Court.

CASE ADJOURNED,

28th ult.

Owing to the expected lengthy arguments of counsel the case of the Peak Tramway was set Mr. Pollock1 don't say I agree with tha'. Mr. Sharp-I would refer your Lordship to

for hearing to-day at 10. 30a.m. instead of 11 a.m. as usual, but when those interested in the the Imperial Bank case of 1865, on the

case assembled in the Court the Deputy Re. question of whether the liquidators should be empowered to carry out the arrange-gistrar, Mr. J. W. Lee Jopes-announced that, ments entered into by the shareholders owing to the sudden indisposition of Mr. Ewebs, who was material to the proceedings, of the bank. Proceeding, Mr. Sharp said that according to Lord Justice James the and his inability to appear in Court, His Honour plaintiff said: "I will ruin you unless you buy Sir Francis Piggott, Chief Justice, had decided to adjourn the case until Monday week, tho me out," that was to say that they had tried to threaten the Company unless terms were ar- rath prox. at 1f am. ranged. It was a small point but one which should be remembered by the Court that every shareholder should be taken to know the Or dinance under which his Company's interest

and memorandum were formed.

The question arose whether this Company fall under section 201 or whether it was a scheme that could be carried out independently of the section. That was a matter that could be decided.afterwards. He submited that it was a achome which must imply the knowledge by all the shareholders of the law under which it was

THE Standard Oil Company has applied to the authorities, through the City Offics of Moji, asking for permission to erect oil tanks at Komoriye, Moji. Three tanks are proposed to be set up, the largest being 30 feet high and 70 feet in diameter, the next 20 feet high and 35 fest in diameter, and the smallest so feet high and to feet in diameter. A pier 1,800 feet long will be erected for large steamers, to enable them to load and discharge cargo alopgalde.

Estimating that each

139,817. 98,014 87,124 55,055 36,589

Total............ V904,411 YB11,930

Sundries......................

KXPENSES.

Ships expenses............ Y365.778 Working expenses...... 91,805 Office expenses ......... 70,000 Thx and niher dues......

Sundries....avatele

31.179

Y194,613

87,183

65,074

13.921