1906-03-31 — Page 5

THE PEAK, TRAMWAYS.

THE JUDGMENT.

INJUNCTION GRANTED,

a8th inst.. In Original Jurisdiction this morning His Honour Sir Francis Piggott, Chief Justice, delivered judgment in the case of D. E. Brown and others, against the Hongkong High-Level Tramway Company, Ld.," and Messie, J. D. Humphreys & Son,

The Chief Justice said that there was just one point that had not been referred to in the arguments in the case, and that was as to the use of the word "session" as regards the sittings of the Legistative Council, and as to whether the Bill now before that Council was still, irrespective of the time that had elapsed, in the condition of being between the second and third readings.

Mr. Sharp said that was so; the Bill was still in that stage.

His Honour then proceeded to deliver his judgment, which space does not permit of our reproducing in exienso,

stat

THE HONGKONG TELEGRAPH SATURDAY, MARCH 31, 1906.

It will be convenient if 1 here deal with the supposed principle of law that the. Court will not interfere if the result will be to make the company do over again legally what they have done illegally. I doubt whether such a broad principle really exists................................. Neither the question whether the notice is itself sufficient, or any other question raised in this case, has anything to do with the in termal management of the company, and to apply this doctrine, otherwise perfectly intelli- gible, to such a case as this involves a non- seguitur; for it by no means follows that, if another meeting were called after this discus sion, the majority would remain of the same opinion ............... ALL S

question, the I pass now to the more serioas validity of the fourth resolution..................... After referring to the question of the interim injunction, the Chief justice, proceeding with the matter of reconstruction, said -A learned Judge laid down a very clear proposition: a voluntary winding up is one thing, but a wind- ing up for the express object of reconstruction is another. From this other important couss

follow that if the reconstruction quente is allra vires and is set aside, the wind- ing up which was agreed to for the sole pur- pose of carrying it out must be set aside tool Therefore, if a case is made out of wilra vires sufficient for the Court to issue an intesim in- junction, it must take the form of suspending the whole of the resolutions, including the one for winding up, and including also the ane appointing the liquidator. Obedience to the injunction therefore requires that the liquida tor should not act as such during the continu. "ance of the injunction, but the company reverts to its normal condition, and should be worked

sence of the consent of the Governor in Execu-ly affected by the absence of information, apart tive Council to the transfer of the old under from the remedy under section 201.. taklog to the now company. Although it seemed at one time to be suggested the necessity of this consent would be contested, it was not and could not be, for the words are too clear to admit of argu- ment. What the defendant did contend was that the negotiations between the Government and the company bad gone so far that neither the Government could withhold its costeni, or the company draw back from effecting the transfer: that the consent was indeed actually promised and virtually given to which the reply is inevitable-that may be so, but until the consent is actually given the requirements of the law have not been complied with, and the transfer cannot be effected. In this cou- nection it is important to remember that the Government, that is, the Governor himself, the Governor in Executive Council, and the Coun- cil of Government, of which the Governor is president, controlling the official members, are three distinct bodies in the system of Crown Colony government, and that there is nothing to ensure the same opinion being given by all three. Nor am I sure that the question which oach has to decide is the same in principle in all three cases. The consent of the Governor comes in because the Bill has not been read a The company has offered an undertaking that they will not proceed with the transfer until the necessary consent has been obtained. An undertaking not to do something which you are not entitled to do may pachaps cot amount to much, but coupled with what the company has already done I cannot disregard it. I nitach considerable importance to what has been done, more especially to the fact that a petition has been presented to the Governor in Executive Council, praying that the transfer may be sanctioned. I understand that all pro- ceedings in relation to the Bill and the petition are in suspense pending the conclusion of this case. The company has satisfied me that they intend to comply with the law, and therefore there is no ground for an injunction on this head. An injunction cannot be granted 10 prevent a person doing what he has no inten- tion of doing,

There are many interesting facts connected with this case' but the only material ones are the following. The Hongkong High-Level Tram-third time. way Co. was registered in 1885, and after.a few years' struggle for existence developed into a very flourishing concern, paying gradually increasing dividends, till 20 per cent. was reach. ed in 1903. In 1904 Mr. Findlay Smith con ceived the idea of an opposition line to the Peak, and promoted a Bill for that purpose in' the Legislative Council of the Colony, which went as far as this second reading. On Decem- ber 13 of that year the existing company sent in a petition asking the Council to impose cer tain conditions on the promoters of the new company in the event of the Bill being finally passed. The Bill was not passed that year, but it seems that negotiations went on between the parties, in which the Government took part, which were continued into 1995; and in May of that year the old company abandoned op position, and started the new idea of combina tion.

The term "Smith's Concession" was used in argument as a convenient term to describe this state of affairs that concession was made the subject of certain contracts, one of which was the sale of it to the China Commercial Company with a collateral contract to pay the brokers a certain som. There was afterwards a contract of sale of the undertaking to what will hereafter be called the new company. It was in fact assumed all the way through the negotiations that the Government had so far pledged itself to sanction the creation of the new tramway that the Bill might be considered as through, and the "concession" as actual. fact.

This brings us to the period of combination. A circular was issued by the general managers on May 22, 1905, to the shareholders, in which they were asked to sanction the reconstruction of the old company, the object of which was explained to be "to enable this company (i.e.. the existing company) to acquire and construct a new tramway to the Peak, which otherwise would be constructed by an independent com- pany necessarity working in direct opposition to this company. It was further stated that as the general managers considered that this opposition would be fatal, arrangements had been made with a view to the amalga mation of the two concerns, and that theroposed reconstruction would be advanta- geous to the company (i a., the existing com pany), and had the cordial approval of the prin cipal shareholders.

A notice was issued on the same day setting out the resolutions which it was intended to propose in order to carry out the scheme as it had been detailed in the circular. It was agreed that the circular and the notice were to be read us one document, and indeed it would The com- not be possible to do otherwise. bined effect of them must be as I have stated it, although it must be noticed that there is no such express statement, but there is one to the effect that the meeting was to be held in accord- ance with article 101 of the articles of as sociation. The proposed resolutions were (1) that the company should be wound up volun- tarily; and (2) that the general managers be appointed liquidators. (3) That they should be authorised to consent to the registration of a

memorandum new company with

and articles of association which had been pre. pared with the approval of the consulting commitise of the old company, (4) That they should further be empowered to sell to this now company the undertaking of the existing company "at the price of $200 per share either in cash or shares of the Peak Tramways Com. pany, Ltd., at the option of shareholders of the existing company," and enter into all necessary agreements to the effect.

The second point as to the sufficiency of the notice is more difficult. The notice given is to my mind clearly insufficient. It is also I think misleading; but this more on the technical ground to be considered at length presently, at the circular mentious a reconstraction and the resolutions as explained by the agree ment propose a sale for cash. But even supposing, as the defendant contended, that such a

sale amounted to a reconstruc

tion, it was a sale with an option to take shares in a new company, an opilon which is only another way of saying that the shareholder who has been paid off may invest his money in the new company, and as it appears from the agreement a further preference being added to it to take up the remaining shares in the new company. Clearly when shareholders ia a going and very profitable concern are invited to consider whether they will accept terms such as these; in other words, so to invest their money, they are entitled to full particulars of the now scheme; for this very sufficient reason, that if they do not approve of the new conditions they may be very loth to let the old company take the necessary steps to bring it into operation, and as they have to give their approval at once, they must mani- festly exercise their option then and there. The only thing which is really clear from the notice is that the capital of the new company must be sufficiently large to provide, in addi- tion to the cost of construction of the now line, $250,000 to pay off the old shareholders at $200, per share. Nothing is said as to what the cost of construction will be, nor even what the capital of the new company will

They are thus asked

to give up their interest in a very paying concern and invest in a new business of which they know nothing, and with no guarantee, moreover, that the necessary capital will be raised to float it. I ask myself the question what object there could be in not telling them? Why should they have to wait to get the confirmation till the meeting? or why should they be told that they can find out all they want to know by going to some office and looking through a ag document? For the life of me I cannot This answer these questions satisfactorily. attitude of seeming to keep back information which everybody concerned had a perfect sight to liave is incomprehensible. It is certainly no answer to say either that the consulting committee think it all satisfactory, nd that the principal shareholders agree, or that an inspired article has appeared in the newspapers. may well be that the same particularity as is required by statute in a prospectus of a com- pany, is not required in the case of these DO tices; but the decisions of the Courts certainly show a marked tendency to require much the same class of information,

.bc.

It

by the general managers.

But this principle is far-reaching in its conse- quences: it is obvious that it cuts away much of the vital part of the defendant's-argements. in this case the, winding up was for the it was not contended, nor could. it purpose of re-construction and for nothing else. have been, that there was any intention of winding up so prosperous a concero. The proposition destroys all that part of the defendant's case which depends on the assumption that there was here a liqui, dator in a voluntary liquidation, who had all the powers of a liquidator in an ordinary wind- ing up, namely, of selling the concern out-and- out and fixing the price which the shareholders must receive for their shates,

Before therefore finally adopting it, I must be satisfied that it does not run counter to any of the decisions which were cited in support of the proposition given on p. 363 of Buckley, that a winding up resolution, which is self valid, is not invalidated by the fact of there being associated with it resolutions which have not been regularly passed, or even if they were ultra virta...................

But the question, is the following-la there such a thing as a winding up for the purpose of reconstruction differing as to some of its winding up? consequences from an ordinary voluntary

| liability upon a member of the company which

is baing wound up by seeking to force upon, him, shares which were not fully paid up, to which may be added "or which he does not desire to bave."

There was in this case an out-and-out sale for cash'the option of taking shares in the. now company really amounts to nothing at all. The old shareholder may invest his $200 per share in the paw.company if he likes; and he may also-invest any other money he may wish to in the new company which is ʼn right he possesses with other members of the public if the new company is put upon the mar kel, as this company was to be, His so called priority amounts to nothing at all except in the event of there being more subs.

·criptions than wern necessary to float the now company.

But, and I now come to the crux of the case, the company says it has not transferred its business to the new company for shares, and therefore that the case does not fall within the interpretation of section 201 which I have given

bove.

The technical argument, that the notice re- ferred to the meeting as having been called under article tot of the articles of association, and that therefore that of itself put the question outside the operation of section 201, may be disposed of by this observation: article for is the only article by which a mesting for wind- ing up for any purpose could have been called; it is impossible that that fact should destroy the rights of dissentients, if they possess any, under section sat.

Now, looking at the point in the abstract, the question arises whether a company cao tratater its business to a new company for casb, winding itself up for that purpose, and the transaction not being within the express terms of the section, the dissentient share holders do not get the protection of the section. The argument in favour of such a transaction is this: the sale of the undertaking is a part of the winding up, and is within the special sanction from the shareholders, more power of the liquidator even without any especially, I think it was put as an a fortiori is it within bis power if he has such sanction, that is to say, he can act with more safety if he has such sanction. But this is an inversion of the original argument that there is here in fact a winding up pure and simple, and it has no more weight is its invented than in its original form. Directly the essential difference between a voluntary winding up and a winding up for a special purpose is established this argument becomes a petitio principii

A case was quoted to show that there cannot be a transfer to a company not yet in existence. That of itself is an important principle, but in- applicable to the present case as the new com. pany is, in fact, registered., I cannot help thinking, however, that the Lord Justices were enunciating a much wider principle which would be entirely in favour of the plaintiff in this case. I do not pursue the inquiry, but assume that the resolutions, apart from the circular, would be valid, always supposing that such a scheme had been definitely put before the shareholders, and had been adopted at the meeting.

After citing several cases, the Chief Justice proceeded; therefore come to the con-

But the scheme never was so put forward. clusion that the essential difference b Iween It was put forward as a reconstruction, and an ordinary winding up and a winding again as an amalgamation; and everything in up for a definite purpose lies in this. that the letter of 22 May was based on that hypho- in the latter case the winding up resolution thesis. And the resolutions were intended to does no! stand by itself, but is so linked

carry out a reconstruction or amalgamation, I intimated that after five days' argument on to the purpose, for which it has been agreed to that if that purpose fails the re the terms of the 4th resolution still seem. solution to wind up must fail too. In this case ed to me very vague, and possibly to the winding up was for the purpose of recon

bear the meaning that a reconstruction was

in the

the of propar sense struction, and although as I shall stale pre-intended sently there is no reconstruction the winding word as I have explained it. It was not up resolution having been expressly passed for I read the agreement that the true nature It was an of the scheme dawned' upon me, this purpose, it cannot be treated as an inde pendent resolution. Therefore if steps are out-and-out sale for cash. The reason for em taken to redress the rights of a dissentient phasising the nature of the sale in this way shareholder, by means of an injunction, the arises from the argument that in every recon winding up resolution must itself be affected; struction there must be a zale from the old com- it must follow that the liquidator appointed for pany to the new and it seemed to be suggest. the purpose of carrying out the liquidation and ed that as a rale is essential, if you start with reconstruction has not the powers of an ordina solo you may ultimately get to a reconstruc ary liquidator, and therefore the proceedings tion. My answer is not in the case of an out- in this case cannot be said to be taken in the and-out sale for cash, but only in the case of a What puzzled me at first exercise of a liquidator's powers-first, of sale sale for shares. of the concern; and, secondly, fixing the price puzzles me still. Reconstruction being intend which the shareholders must take for theired, and the statute having provided the method I carrying it out, why should that method not shares.

have been adopted? The reason is supplied by the argument: in order that the dissentient shareholders should not have the benefit of the arbitration provision in sections 201 and 202. The question therefore comes out clearly

Is it possible that with notices nad resolu- tions framed with a view to reconstruction, and reconstruction alone, the majority can deliber ately oust the dissentient shareholders of what the law giver them. for their protection?

It may be said that this view as to the limited nature of the liquidator's duties when the winding up is for the purpose of recons

ruction is not warranted by the Act. It is perfectly true that this is so, so far as express words are concerned; but the same may be said with regard to reconstruction itself. Yet it is expressly contemplated by the first words of section 201-"Where any company is pro posed to be or is in the course of being wound up altogether voluntarily, and the whole or a portion of its business or property is proposed to be transferred or sold to another company...... But although reconstruction is manifestly aimed at in section 201, I do not think that The bona fides of the whole transaction was this explanation of the purview of this section much insisted on by the Counsel for the com- is in any way exhaustive. I have never come pany. The Court has no difficulty in assum. across a question in which greater care was ing it. I do not remember any suggestion of necessary to limit judicial explanations of the male fides, but only of injudicious action. In statutory provisions to actual facts of the cases this connection there is one point which ap-in which they occar...that the form of the resolution adopted was

The scope and meaning of section 161 is clear. There may be many cases in which a transfer of an old business is effected for shares in a new company and whenever this happens in a vittue of special resolutions the dissentient shareholders cannot be deprived of the protec- tion which the law gives them. Further if, as I think, reconstruction involves of itsel the Transfer for shares, these rights of the 'dis sentients are. preserved whenever there is a reconstruction.

These two documents contained all the in- formation that was given to the shareholders. before the meeting. At the meeting 35 share- holders were present, and the chairman presented the caso in a fuller form: and certain facts were either stated or elicited from which a clearer notion was obtained as to the nature of the proposals and the particulars of the new undertaking. One was a point of great im portance that the price per share mentioned in resolution four bad been fixed by the con sulting committee according to the last price at which shares had changed hands.

Six votes were recorded against the first re- solution; three against the second; four against the third; and four against the fourth. The resolutions were duly confirmed at a subse- quent meeting held on June so. On June 26 the plaintiff and six other shareholders lodged notices of dissent in due form, and the plaintiff then brought this action on behalf of share holders in the company in which be disputes the validity of the resolutions, claiming an injunction to prevent them being carried out; or, in the alternative, a declaration following the form given in section zor of the Ordinance, which amounts in substance to a claim that the value of his and the dissentient shareholders' abores be assessed by arbitration in accordance with the principle laid down in sections 201quisite, I do not think that an injunction can meat it might be supposed that the defendant and 202 of the Companies Ordinance, 1867. be granted on the ground of insufficiency of means that anything is a reconstruction so

At the date of the issue of the writ, October 24, the number of dissentients was reduced-to five. It is also admitted that there were some shareholders who were absent, some apparent ly being in Macno.

On November 4 the plaintiff obtained an Interim injunction restraining the liquidators from carrying the resolutions into effect, and the matter was most exhaustively argued be fore me during five days,

The contention as to the invalidity of the resolutions is based on two grounds: First that the consent of the Governor in Executive Council to the transfer of the old undertaking to the new company has not been obtained, as required by Ordinance No. a of 1883, . 45 Becondly, that the notice of the meeting was insuficient.

pears to have escaped attention. A great num. ber of the cases which have been referred to are cases in which the Courts in England have had to deal with the doings of the Highwaymen of Finance: people who had a great deal to conceal Why should honourable gentlemen who have nothing to conceal shape their actions on such models ? The law has been hammered 'out in consequence of malpractices, and the ir reducible minimum of information to be given in the notices has been arrived at. But why this apparent desire to give the least possible in- formation? It is only apparent, for there was an inspired article in the newspaper, and at the meeting full information was in fact given Surely it would have been better, if only for the sake of saving trouble, to have set out clear statement of the whole proposal in the notice,

But although in my opinion such a clear A number of authorities were cited to show statement has not been given, nor even such that reconstruction is not a term of art, and information as the decisions point to as re- has no special meaning; from which argu-

I will be convenient to consider now what reconstruction means, because while admitting that there was a reconstruction, the company says it was carried out by means, first, of a sale for cash; secondly, by a grant of an option to the old shareholders to take shares in the new company,

This is not a technical question as to the form of the notice, but one which involves its true meaning. Reconstruction was intended and proposed to the shareholders. Resolutions were framed with a view to carrying out recon struction and were adopted in that sense: there was not the shadow of a suggestion that there ever was any idea of winding up so pros perous a concern, except for the purpose in- dicated in the circular: and it must be noted

taken from Palmer's precedents, and is one of the forms given for reconstruction under sec. tion 161. The agreement carrying out the re- solutions was an out-and-out sale for cash; it was incompatible with reconstruction, and the rights of dissentients under section 201 WETE not respected. I am therefore of opinion that the resolution by which those rights were ignored is invalid.

force of the argument which Mr. Pollock" ad-" dressed to this point. Nobody knows at pro- sont what the new company, if it is floated, may do with its concession now it has got it It is not an impossibility that things may be so satisfactorily arranged that the old shares may rise in value perhaps temporarily. It is true that I have nothing to do with the price to be ultimately paid: but sufficient has been anid to show me the immense importance of the safeguard with the legislature has thought fit to introduce in section 201 for the protectiod of those who do not agres with the policy of reconstruction or amalgamation.

For all these reasons I am of opinion that the plaintiff is entitled to judgment on his at- ternative claim: but the question what form it should take is not free from dificulty.

I have found the 4th resolution invalid be cause it ignores the rights of the dissentient members though I do not think it is ultra vires on that account. The form of the order must therefore restore to the plaintiff, and the others for whom he is suing, the rights of which they have been deprived. But here this difficulty arises. He is entitled to a declaration in the. terms prayed down to the words "either to abstain from carrying the said resolution into effect; but if the remainder of the relief were given as it is prayed, I should be fitting this agreement which is based on the 4th resolution na to section 201. But as we have seen, it does. not fit at all, because the liquidator has not been authorised to sell for shares in the new An injunction therefore becomes company. Inevitable and it will be granted in terms pre- venting the liquidator from putting into effect. the resolutions but to continue in force until and if the shareholders shall have had submit- ted to them a resolution in lieu of the 4th resolution, which shall authorise a sale by the liquidators for shares in the new company and which shall recognise the rights of the dis- sentient shareholders under sections 201 and zos, and such resolution shall have been car ried

by the requisito majority.

So much stress was laid during the argue ment against granting an injunction on the references in some of the judgments to the fact that the majority can so readily redress an illegality at a subsequent meeting, that I bave little doubt that the inconvenience which the rrant of this injunction may cause will speedily be removed.

Mr. Pollock: Then this is judgment for plaintiff with costs, my Lord?

His Honour: That is so. Mr. Sharp: I would asked for stay of execu tion as regards costs.

There was no objection.

HOCKEY.

ARMY '7, NAVY.

28th inst.

On the Hongkong Hockey Club ground yesterday afternoon a friendly match was played between teams representing the Army And Navy. The game was a good one from start to finish, ending in the Army being defeated by four goals to two.

R. G. A. v. WEST KENTS, This match, between the above-mentioned seams, was held on the military hockey ground, A very even game resulted in the 83rd Com pany, R.G.A, defeating the D. Company West Kents by one goal to mif,

THE LIEN-CHAU TROUBLE.

SETTLEMENT AT A STANDSTİLL,

AMERICAN MUNIFICENCE,

[From Our Own Correspondent,]

Canton, 26th March, 1906. Many people are asking: Has the Lien-chao trouble been settled? You hear this inquiry alike from the Chinese and foreigners. No one seems to know what has been done. You ask at the American Consulate and are told that the affair is at a standstill. Nothing more is known than was known when the Commis sion returned from Lien-chau. Nothing more has been done. You make the same inquiry at the Presbyterian Mission and you receive the same answer. No one knows anything about the matter. It is probable that another Commission will go to Lien-chau to make fur. ther investigations. I understand that the Viceroy is ready to hand over the amoust claimed as indemnity for the property destroy. ed. Dr. Machle is now in the Philippines charge of a hospital. Mr. Warner Van Nor den, one of the ablest lawyers of New York City, has donated $4,000 U.S. (gold) for the re- building of the Men's Hospital at Liza-chau, and a sum of $3,000 has been given by another person for the re-building of the Women's Hospital,

LIMITED.

AIDING STOWAWAYS.

93

"CHANGSHA'S" FIREMAN HEAVILY FUNISHED,

TRIP TO JAPAN A BLIND.

Va8th inst Cheung Chi Tong, a fireman on board the 4.3. Changsha, was charged at the Magistracy This morning, at the instance of Capt. T Moore, for aiding and abetting two stowawaYS on board the ship with the intention of getting."- them to Australia, on March 7,

The fireman pleaded not guilty,

One of the stowaways gave evidence. Ho said that on March 4 he met the defendant at the Fuk Hing boarding house. Defendant told witness to go on board the Changsha to work, as there were two men short and that his wages would be forty cents per day, for a journey to japan. Then the fireman asked witness if he would like to go to Sydney. The defendant wanted $670 to land witness in Sydney. As the fen was too high witness re fused and reported the master to the chief officer. Winesa was in Australia before. Ha was twenty-two years. in Australia, He was arrival in China. Witness did not return with- given one year to return from the date of his in the limited time. Witness was not enger to retura to Australia.

His Worship-But why were you on board? Was it to go to Japan?

Witness-He said i was to get forty cents a day for work done on board ship.

itis Worship-This man has been conched.

Call the other mao.

The second stowaway, swping said he 'had' only been in the Colony ten days before be went on board the Changsha. He was farmer in the interior, Witness came to Hong. kong to look for work, Defendant said, that on their return from Japan witness could be landed in Sydney for $420, half of which was to.. be paid beforehand and the remainder when Sydney was reached. Defendant.Look witness on board; they ate and slept together. dant arranged that witness should get 40 cents

not yet received any money. per day for work done on board, but he had.

Defen

Capt. Moore explained that the men came on board as firemen on the trip to Japan, so that no suspicion could be had when the trip. to Australia was to be done. They were to work as the crew and on arrival at Sydney they were to desert the vessel. If they had succeed. ed in doing so the captain would have had pay the maximum penalty of £100 per bead.

His Worship held that some money was paid to the fireman, and it was, a ruse to make the men go up to Japan. The charge was clear. The fireman was sentenced to nine months hard labour.

The two stowaways were then charged with being on board ship, on March 7, without permission.

Mr. F. X. d'Almada e Castro appeared on behalf of the defendants,

The Captain of the Changsha declared that on March 9 he saw one of the defendants on · board his ship, while the Changsha was on s voyage to Japan

Mr. d'Almada-I admit they were on board, bat not as stowaways, your Worship.:

Continuing, witness said that just as tha Changsha was mooring at her buoy in this harbour, on the 27th inst., ha discovered the second defendant on board. Defendants told witness that they wanted to go to Australia.

By Inspector Langley: The defendante did not sign on as firemen.

By Mr. d'Almada: On the 8th instant, tho first defendant went to the chief officer and said they had been duped on board by the fireman. Witness did not want to press the charge. One of the atowaways had been in Australia before and as his papers were two- years old, he could not get back, so he wanted to work his way across.

The stowaways ware bound over in the sum of $100 to come up for judgment when called upon,

EARTHQUAKE SHOCKS.

28th inst. Shortly before seven o'clock this morning, distinct shocks of earthquake were felt through. out the Colony. Residents living in houses of older construction in the upper level of the city had the unpleasant experience of feeling their houses literally rocking from east to west The shocks were of very brief duration, but the intensity was very marked.

CHARTERED BANK OF INDIA,

AUSTRALIA AND CHINA.

DIVIDEND DECLARED.

28th inst. Under to-day's date, the Yanager of the Chartered Bank of India, Australia and China writes:-

We bave this morning received the following

THE YOKOHAMA SPECIE BANK, telegrams from our head office in London:- At the approaching meeting of shareholders, the directors will recommend a dividend for the past balf year at 14 % per monum, free of income tax, that rog,000 bs placed to reserve, which will then stand at £975,000) that £80,000 be carried forward as undivided profit and that a bonus of 10% be paid to the staff of the Bank.

HALF-YEARLY MEITING.

The following is the sad report of the above Bank, presented at the half-yearly ordinary general meeting of shareholders held at Yoko bama on the sath inst..

The directors submit to you the annexed statement of the liabilities and assets of the Bank, and profit and loss account for the half- year ending December 3181, 1905. The gross profits of the Bank for the past half-year, inclu- ding Yeu 609,720 brought forward from last account, amount to Yen 10,532,084, of which Yeu 7,213,958 have been deducted for current expenses, interests, &c., leaving a balance of Yea 3,318,15. The directors now propose that Yen 360,000 be added to the re- sorve fund, raising it to Yen 10,300,000, Yen 1,000,000 be appropriated as special reserve fund, newly created, and Yen 200,000 be placed directors recommend a dividend at the rate of twelve per cent. per annum, which will absorb YeD 720,000 on old shares and Yen 360,000 un new shares, making a total of Yen 1,080,000. The balance, Yen 678,115, will be carried forward to the credit of next account.

LUZON SUGARS.

ANNUAL REPORT,

The following is the report for presentation to the shareholders at the twenty-fourth annual general meeting, which will be held on Satur day, 31st March;----

notice, without regard to the nature of the in- long as the people who are in control of the October is not very comprehensible, because I to the silver fonds. From the remainder thening of April. The decline in the valun ·

The general agents beg to submit their re- port on the company's business for the year 1995, with a statement of accounts to grat De cember last. In accordance with what passed work was commenced at Malabon at the at the annual general meeting held a3rd March,

of sugar all over the world adversely affected the prices obtainable for refined in Manila, and the loss on working, including $17,983.00 expenses incurred in restarting the Refisery amounts to $26,692.47, increasing the sum at debit of Porfit and Loss Account to $132,588.xo, The copsulting committee consists of Messrs. A. G. Wood and H. P. White, who offer thera relves for re-election. The accounts have been audited by Mr. Thomas Amold, who offers himself for re-election."

It was said that arbitration had in fact been offered. This so-called offer was contained in a letter in which there was an extraordinary confusion between the words "contend" and "contest," so used that one did not know whether the Company "contended" or "contested" what followed. But even taking the interpretation which the defend- ant's Counsel put upon the letter, there was certainly no certo arbitrat under sections 20; and 202, but only in some other way which seemed preferable to the liquidators: the request for arbitration under the Companies Act was always refused. This letter of 27th formation withheld, more especially when the business choose to call it by that name giving the sentence a definite meaning, that is plaintiff has 'subsequently ascertained all he It is perfectly clear, that although perhaps to say, reading the doubtful word as "contest," need know to enable ble to decide what course many things may be included in the term "re- it purports to that the Company has not " contested" the plaintiff's right to have his he will adopt. In Tiessen v. Headers on the construction," an out-and-out sale is not one of notice was held insufficient and an injunction them. I shall add this without any diffidence, interest purchased in pursuance of section 201, that the word, as well as the cognate word which is virtually an admission of the plaintiff's granted, but not on every ground. It was granted because the interests of two directors "amalgamation" connote the continued exist-case; for, if he has a right under section 201, were not disclosed. But as to the position of ence of the old company until the instant of its he also has the right which follows in section Mr. Henderson, Kekewich, Justice, said he merge into the new company, and therefore 202. The question of arbitration under the THERE is a suggestion that, with a view to pro- The mote the welfare of the Japanese colony in thought it would have been better, and made

any scheme which involves the cesser of articles of association, does not arise. the matter clearer, if his position had been a that existence before the actual transfer of the case was argued, however, independently of London, a club should be formed, together little dwelt on; but as I understand the judge old undertaking to the new company, is neither that letter, or rather on the basis that the word with a Chamber of Commerce. It has been re- " contend" was really meant, but that the cognised for some time that such an institution ment, that alone would not have been sufficient reconstruction nor amalgamation. And as the for the injonction to have been granted. So in old entity must merge bodily into the new remainder of the sentence was wrong. A is desirable, as there is a place in the City

10 the actual price offered for the old where the Japanese might mest to discuss A. CHINESE Woman arrived in the Colony this case, although I think it would have been

company entity, the shareholders of the

on Monday moming from the interior. Being s I have very little to do. But their affairs, while it is evident that the crea better and made the matter clearer if other old company must become ipso facto share shares

Commerce would facili. "stranger she could not find har way about. emphasis was laid

and tion of the Chamber in the new company though some facts had been stated, do not thisk the om- holders

was fair tate the development of business relations be-She loquired from some coelies on the wharf missions are sufficiently serious to warrant obviously not necessarily bolders of all evidence given to show that it an injunction being granted on this ground, the shares. It matters little that their exprice. It was in fact based on the last sale of tween the two peoples and their respective to direct her to certain friends, but they denied certainly not at the instance of a plaintiff who act holding may not have been precis abares. This, with all deference to the views countries. The necessity is the greater, writes knowing the way. She was about to mova did accept the notice as a summons to theed, so long as the person who represents them, of the majority who were willing to let their a correspondent of a London paper, because of away, when suddenly she was pounced upon meeting, who went, and there obtained all the the liquidator, holds shares in the new com shares go at that price, seems to me en alto the fact that Londen is being employed more from behind, and a bundle of clothing, etc necessary information.

pany on their behalf, which he will, and is em-gether arbitrary conclusion. Supposing there and more by the Japanets as clearing which she held, was snatched from her hand, powered by section 201 to do, subsequently had been no such anle. It can only have been centre for their commerce with the Continent and ons man cleared. She gave chase, yelling divide amongst them. Then comes the proviso fortuitous.. If it had not occurred some other and the United States, and what might profit "thief." A policeman joined in and arrested of the action for the protection of dissentient basis would have had to be found. It is clear the subjects of the Japanese Emperor living the coolie. He was placed before Mr. Fi A.

“works' hard labour and six hours' stocks," shareholders, which is a safeguard in the words to me that the time for estimating the value of and working in London should also profit Haseland on Tuesday, and sentenced to three of Oblity, Justice, "against imposing possibly a the shares had not yet arrived, and I feel the British merchants and bankers,

The contention as to the alternative claim is that the plaintiff has been deprived by the terms of resolution four of the right to have the value of his shares assessed by arbitration.

As to the first ground of invalidity the do- fendant company by its Counsel undertakes not to proceed until the consent of the Gover.i The refusal of the injunction on this ground nor in Executive Council has been obtained; of course affects abscut as well as dissentient as to the second, the defendant argues that the shareholders; but I am not at all sure that ap notice was inficient. .....

absent shareholder is altogether deprived of The first point to be considered is the ab- | comedy, supposing him to have been injurious

that

on it.

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