1912-01-06 — Page 3

DIRECTORS AND THEIR tora, or trustees thereof, before the

issue of the prospectus. Ilisaatiol LIABILITIES, DUTIES AND patod, however, that a cow.Com

POWERS:

THE HONGKONG TELEGRAPH SATURDA JANUARY 6 1012

SHORT SERMON. Vonly I say unt you, there ja liinan panies Ordinance will be intro that bo'h left house, or parents, or duced into Hongkong before long, framed upon the Act of 1008; buteren, or wife, or children, fr. Life kingdom of God's sake, who shail "nut. in the meantime all that it is do receive manifold more in this pre ent (Continued from last Saturday.)clared necessary to disclose in in, and in the worldo come life over-

The difference between a case prospectus of a new Company is sting-Luke, vil, 26-30. where a director omits to mako da of, and the names of partias la, Sonie persone read these words any actual contract which has been spoken by Jesus and say, aloud

ful disclosure to the Company he entered. into affecting the Comor to themselves, "I don't take

pany; but the well-established ruld stock in a religion that makes a

Dotels.

Entinations

HONGKONG HOTEL. THE GENERAL ELECTRIC

CO. OF CHINA, LTD.

Bonglong, 80th April, 1911,

J. H. TAGGART,

Manager: [28

Telegrams

'Sparkless'

GRAND HOTEL,

Telephone 197.

has assisted to promote of the of equity requires disclosure to be inan lerve his wife and family for MANAGEMENT & CUISING UNDER EUROPEAN MANAGEMENT fact that he was one of the von-made of the personal interest of the sake of God. I don't boligve dors of, or otherwise benoially and person holding a fiduciary in a God who asks such things. 1 62]. interested in, property sold to the position towards the Company think I won't go to church next not necessarily, horo, in the pro-Sunday, for this sort of thing gote

Company for its true value and spootus, but at any rate before on my nerves." a case where a director, recites a shares are ofered for public sub- Such persone, when they road gift from a promoter is this;scription which might not be that we should render unto Cu- that in the former cass the directaken up if that interest were dis-sar the things that are Cisar's and

closed.

F REJOBMANN, Proprietor.

ASTOR HOUSE

(LATE CONNAUGHT HOTEL.) QUEEN'S ROAD, HONGKONG.

New Morgement.

unto God the things that are CENTRALLY situated, up-to-date. Hotel, Recently renovated, and under Quisine under the superion of as Expert ord FRENCH CHEF and Large and Comfortable Rooms, Excellent i separate Tables, Hot and Cold Bath, Electric Light throughout. Terms modemte, Frist Class meronnanstation for Familles and Toosista.

Under Pool Aupervision of

tor, if any profit at all was hindoWhere a document in the God's "probably ignore this enest on the sale to the Company, arn- nature of a prospectus, but which of admonitions because all the ed such profit honestly, and inde- Foxpressly states that public sub-Casara had been dead a long pondently of, and without proju- scriptions are not invited, is distri-time...

They are representativo of a dice to, the Company; in the buted amongst the few persone

intoreated in a Company about to folass which gets little help or Iattor case, he cannot be said to be formed, or the proofs of it are benefit out of religion or any havo in anyway, oarnod the gift, shown to them, this has boon held thing else, because of an exaggerat- oxcopt by favouring the promoter not to be tlie issue of a prospectus ed tendency to focus solely on to the possible préjudice d his Baty v. Kenwick 85 L.T. 18). the letter, wholly disregarding the

The requiremont that full disclo spirit: principal the Company.

gure shall be made in a proupeu-

Yet the spirit of what Jesus

L. GAMEAU

Propietar

Telgdus 170

N. BLUMENTHAL, Manager

Telegrame Aktor."

BELLE VIEW HOTEL

[24

Telephone No 907. — permission

of Captain Band of ss.

Korea will play at the abov-Hotel on

It should be stated, however, tus of every material fact is said and taught is the vital partof By kind that, just as in ordinary cases of intended for the protection of the his whole ministry." And in the principal and agent, the pin-public who cannot be presumed spirit of the saying here quoted Fisher, the

to know of such facts, and is one of the most necessary, of who may apply for an allotment of lessons,

cipal can agree to the age-re cbiving profit, or retaining profit

received from the other party to

shares under a misapprehension. Of course, the assertion that

Whores Company is formed which

is

were unaware

a

Fleirkóng. 5 laudanuary, 19 2

HOTEL - CRAIGIEBURn. PLUNKET’8

GAP

The Peak, near the Tran Terminus. Tel-66. For Tarde, apply to the

M.8.

MANAGER.

HOTEL LISTS.

Bosorend floTEL.

Ayers, Dr nud Mrs Lloyd, G..T.

aidwis. Mr. and Bates, E. R Baker, F. Becker, O.

Mr. A. M.

Yot there is one privilege greater and more profitable in Korais, d. true joy and satisfaction than any Blanchard, .. of those, the privilege of working Bottom or A. W.

for the kingdom of God's sake," Even though it mean the giving up of mu that is held dearest, still it repays the worker.

J.

Brice, Mr. & Mrs.

J. N. & ajal Brown, S. H. Brown, Mr. & Mr.

0.

Buckingham, Mr.

Lundy, Mr. and

M&G D. Maitinad, Mr. and

Mr. F.. Marriott, Dr. Q. Martini, G.- Maishell, Mr. and H. Van & child

Meino, Mr. & Mrs. Mrs, J. T. W. McCowan, H. Me Rugh, Mr. and.

Mrs. F. E.

.*

[20

Anton House,

Albora, F.

Lápioque, P. A. Amado, I. A.

Logan, O, B Appel, Mr. F. L. Lugehil, V. Barb, Mes. A. M. Maria, Ĝ.

hed chill Dergeison, A.

•

·

· Malolers, I.

Miller, J. B. Bruclimiller, M 18. Muller, Mr. *

E

Mogilss, Mrs., K. Burns, L. E.

do Carroll, Bira. C. M. Musso, di, Orula Carpenstein, Mrs. V. P.

J. M.

Nelson, P÷B. Cla É, J.. Niggol, Mrs. H. D. Quaias, Miss Quniso, Mrs. Cooley, Lt. t. Cox, F. W. Fancham, P. Fioment, G.

Oiffer

Paterson, A. J. Finto, A.

11

Telephone 518

16, Des Voeux Hongkong.

HEAD OFFICE JINKEE ROAD, SHANGHẠI DIRECT AGENTS OF THE MANUFACTURERS OF ALL KINDS OF

ELECTRICAL MACHINERY, APPARATUS, FITTING ACCESSORIES, TELEPHONES, Wires and Cables, &o, &o.

RETAIL SUB-AGENTN-

WM. C. JACK & CO., LTD.,

a. Los Vaux Road, Hongkong..

MANCHURIA. OD

SOUTH

SHORTEST

RAILWAY

& QUICKEST ROUTE

BETWEEN

THE FAR EAST & EUROPE. -in DAIREN.

WINTER SCHEDULE.

(Effective from Cctober 28, 1911 -

HBIOE WEEKLY EXPRESS TRAIN SERVICE, aɔmposed" of, excellently equipped Sloeping, Dining and 1st Class Cam, is operated between Osiren and Changchun in connection with the Trans-Siberiau Express Trales ad with Dairen-Shanghai Direct Stonoor Service by the 8.5. "Kobe Marn!! Redinand, Mea. IL. ni "Baikio Mara" (owah 2,877 tens and equipped with wirdless telegraph) an

ollowe

Ribault, L.

Rosenthal J, Goldenberg, Mr. & Rondon, Mr. and

Mm. F. L.

+

the religion of Christ makes, man THURSDAY next, the 11th insatt, 5] a transaction put through by intended to boin the nature of leave their wives and families is commencing 9 p.m, sharp... the agent for the principal, which the public, or any persons discussion. It is here used only to private Company, and not one in too wide of the truth to warrant

W.GALLAGHER also can a Company agree that other than those by whom the draw attention to the warped view

Manager. its directors may receive, or re-Company is formed, are to be of loly Writ taken by a con- tain, any such profit (Kep invited to subscribo, tho knowsiderado number of literalists. Croydon Tramways Co. (1898) profit made by the directors will and childron typify the truest trea- ledge' by the then members of n House, parents, brethren, wife 1 Ch. 358). But no ratification absolvo-the latter from all liabi-sures, the most real riches that can take place in the absense of lity for non-disclosure. of such can be possessed by men. Note, full disclosure (Imperialy M. G. profit in any documents, or however, that Jesus said nothing Association v. Coleman L, R. H.minutes of proceedings, of the bont leaving money-making, and L. 189.) Moreover it will be as-Company. This was so hold in money-making was, in his day,

the case of In re-British Seamless ns now, one of the chiel aims of 27] sumed that the shareholden ap Paper Box Co. 17 Ch. D. 467 in the human family. prove of the directors so doing, which case, some time after such Thisvery omission ought to bed if full disclosure is made, and no Company was formed, further fight upon the dark way of the objections are raised within area- capital was raised by the issue litoralist. Daubtless it was brought souable time afterwards. In of morn shares to persons who in to emphasize the fact that of a certain Jesus was trying to centrò tlio any case a claim against the di-

profit made by SOMO of thought of those to whom he talk rectors to recover profits received the directors, to whom a numbered upon the primo privileges of by them otherwise than out of the of shares were allotted gratis, at this life, funds of the Company, would be the time of the formation of the Company. Brott, L. J. in the Statute barred six years for case cited said: "If when parties the disclosure had been made are promoters of a Company (Lister v, Stubbe 45 Ch. D. 1.) The and then begona directors, and at the time when they nie mak- principle upon which such daim

ing a profit to themselves are against the Diractors would be

"tending to act not only for the Statuto barred is

enin-thon members of the Company And note that it is for the king- pated in the case of Metropoli-but for future members, and dom's sake, not for God's sake. In they keep it scoret, they can be this true saying of the Master is tan Bank v. Heiròn (5 Ex. D.319).

Mr. G. A. made liable to account by futuro no indication of that "jealous" Bumann, F. part of the head-note of which

"shareholders, reads as follows:-" Although

But if at God of the old Hebraic dispensa Cargill, the time they ontorod into tion. "where trustee receives mousy

Chadanedo, G. B. the transaction they really in-

de What we make sacrifices for is "upon an express-trust and watos tended that everybody should not the pleasure of God, but the Hit, the Statute of Limitations "does not run against the celui-was done, or if they only in the neighbourhood in which you Dillon, F. A.

be made acquainted with what good of the kingdom of God. And

Roos, K.0. "quo-trust, yet where a trustee tended to act for themselves live, no matter where it be, is part o'Oettingen. V. "receives money not belonging to and for others who know all of the king fom of God.

the cestui-que-trust, but which about the matter, that does

Prow, W. C.. Do not many men leave home, Exmas, E. J. W. "the ceatui-que-trust can claim

with all fraud," on the ground that the reipt

wife, childros, and brethren in Fisher, H. O. Tho learned Judge in this case order to make a living for wife Perton, A. F.. "of it was a fraud upon him, the appears to have intimated that and children; in order to main- Poriener, d

against the claim of the cestui in the absence of any intention tain the home? Think of the tens of Forth, Mrs.

to break the jule of equity which thousands so-called travelling-mon "quo-trust from the time when

requires an agent to fully dis- who are away from their homes Faller, Desmond "he discovers the fraud."

close to his principal all profit and families for periods varying Garo H The test as to the application made by hint, a breach of which from a few weeks to many months, G., L or otherwise of the Statuto of

Gi bertson, L. J. Limitations is whether or pol therul amounts to a legal fraud, no Think of the men in other walks Giles, Mr. and Mrs. Rose, 0. H.

liability to account attacles. Bát of life who sometimes leave their profit received and retained for

this is going rather too far. No loved ones for a year or more, in Goulboom, V. himself by a director belonged doubt the intent is a very im- order to increase income or repu-Gould, Mr. & Mrs. Bobuster, Dr. to the Company at the time it portant factor in a oase of that tation.

Joseph was received, and was

Conse-kind, and ach an intent can in Is it go hard, in face of Gralism, C. A....... quently received in Trust for the most cases be assumed from the these facts, to think of a man ask-Grimsen, B. J. Ompany. The Statute is to bar fact of the profit have been kept ing his loved ones to spare him for Gattentar, E. to an notion against a director for

secret; but as said by Lord Her-more or less time in order that he Hale, Mr. & Mrs. misapplication of moneys besohell in the case of Bray v. Ford may devote himself to the work all. Capt. T. P. longing to the Company (re (1806) A. C. at p. 52 a similar rule of bettering men and things, of Sharpe (1892) 1 Ch. 154).

Although the facts may besuch of equity that a person in which results his own will. beannibal, Mr. and flint a director, who omits to disiduciary position is not, unless among the direct boneficiarion? Mm. W. A..

otherwise expressly provided en- close his personal interest in pro-titled to make a proft "might be scant comfort here. And to him Harrison, A.

So even the literalist can find Hardiner, E. J. perty sold to the Company, is un-departed from in many cases, who reads the spirit of the say- Haron, Ni N... Spear, Capt. H. der no actual liability in conse-without any breach of morality, ing, is borne, this messago, Hewett, Hon. Mr. Spittles, J. quence of such non-disclosus, it without any wrong being in that for every one who is willing

rad Mm. B. A. Spurge, H. 8. is nevertheless in the highost de "flicted, and without any con- to sacrificesomething for the king-Hogge, Mr. & Mr. gree advisable that he should noteciousness of wrong-doing" and dom of God, there is a reward. P. 8. omit to do so at the earliest pos- yet the person in suali fiduciary A. roward here, "in this pro- Hapedan, H. sible opportunity. In England, position might be held liable to sent time.". under Bec. 81 of the Act of 1908, account for the profit made by

"Statute of Limitations will run

away

it is absolutely necessary that him.

full particulars of the mature

and extent of the interest of a

It must be remomborod, how-

director in property proposed ever, that it is only the prolit made

to bo acquired by the tomby a person by reason of the fact

that he is in a fiduciary position,

Prepaid Advertisements.

pany, should be stated in the which he can be inade to account 25 WORDS $1 for 3. insertions or prospectus. No such provision is, for, not a profit, which is earned however, made in the Hongkong by him entirely independently of Companies Ordinancos, which that lot; as in the case of a

82 forrons weak..

San. Wed. FA

NORTH BOUND.

|

Mr. L.

Mokos, Dr. G. W Goldon, Mm. L. M. Sampson, J. Mitchenore, E. V. | Granade, A.

irt Ulusa Ватик

&

Ngo, B.

Mom, Dr.

Seemann, Mr. and

Mrs. Grunberg, H. M. Mooers, Mrs. K. C. | Guyan, H. Smedley, Mr. and Moru, Miss Bansen, J. W. A. MID. J. Northcombo, Hewlett Mr. H. Sommer, H. 0.

Capt. & Mrs. H.

Strand, J. L. FD

Higgins, Mr., and Tansill, Q. J.

Mr. P. J. O.

Thornton, Goo Jessen, Mr. & Mr. Thudia, Mis. H.

E. V. Joseph, J. Kidder, Mr.

Mrs. S. L. Kirschnor, Mr. Mr. B. Li, Kebel, E. 8.

$10.00

¡Y14.95

Y11.50

[{Shangbai (Bteames) ..........., Lavi

Dairon (

} .AT.

Thars. Sun.. Bat. Tries.

*

(S.M.B. Trala)... LV-

8.00 a.m.

Mukden

́)..A J... Liv.

8.50 p.m.

2

#

4.00

89.00

Changchon (

Tarbin

...At

10.80,

་

Chilvers, F. T. Davies, Hon. W. Page, H. W.

H., Jr.& child

A. B.

Pearse, Dr. and

Mr. W. Pearson, Mr. and

- Mr. Porch, W. H, Peter, Mrs. J. C. Petor, Mrs. W.

Ji

J.

Ray, E. H.

Raymond, E. M.

Redfer J. R.

+

Rosy, Miss F.

M.

Tharion, Mrs. L.

and W.

Tonoker, L.

& Van, Mr. & Mrs.

A.

Walker, W. W. Woods, J.

19.

Moh. Than Bat

ron

State WBHW

Ex-

(Badan Train)...L. *1.1.50 静

...Ar 8:10 sim.

Connecting at Barbin with press" (Lits for "primit!"

SOUTH BOUND.

tor: Mos for 8t Momo

Fetig

"Blaty": State | Wanch

Tax Ex

prisse pross from From Trom

Pet'g.Moscow- DOW:

Mon. Wea. FE

Conorating at Harbin with-

GRAND HOTEL.

Hicks, Mrs. Harris, Mr. and

Mrs. G.

leonen:

R. 9.60

X11.60

Makdent

Y14.95

22

"

Dalton:

4.

YK3.00

Shanghail

(Harbin (Knesian Tran)...av.) 12.00a.m. Changchun (. )...At

8.40 p.m. (BMR Train)...L. 10.00

JA]

5.00 Tue, Thun: XL 5.15 JA 1:20 pm: Steamer....LY. Noon Wed.

Ar

Fr

...

TI

"

[1]

1

Bag

Bonald, Mr. and§-Aitkin, A. „B.

Mrs. A. E. Arnold, W.

Brett, Mr. & Mrs. Samet, Mr. and O. W. ---MIE. R.

Bates, F. L. Bollinger, 8. Broner Boott, D. G. A. Scott, Miss D. Braten, F. Beudare, Col, Bary, Chas

Mrs & family Cook, A. A. Shelton-Hooper,

?Mr. A

Bibley, J. O, Solomon, H. A. Spalding, Dr., and Mr. A. D. and infent

B. A

Hamil on, W. Smith, E. E.

Ouwan, Mrs. D. G. Crow, Mr. & Mr.

+

Ingram, J. F. Jamics, B. Johnston; Capt

B. A. Koyt, Dr. F. Kingbom, Mr. and

Mrs, J. R. Lonesty, F. P.. A. B.

Idlord, Capt. Dauter, E. O. Lynım, O. Elphinstone, F. Manhoff, O. N. Evans, Mr. & Mrs. McGrath, F.

G..H.

Myall Fowler, Chas. Nathan, A. H Gariner, Mr. and Ninh, W. McInnes

Mro. J. and Pratt, D.E. children Square, Miss W

Blottongren, A, Gentar

Tap, 0. Blainer, L. and Gordenka, A.

Thurlow, E. W. Hm. O. E.

Grote, E.

Watkins, H. Butherland, P. D. Hall, Capt. & Mrs, Young, Miu Banado, Mr. and Thomas, H. P.. Mr. E. La Tolman, M., T. Ingos, Capt. B,

B & child James, Mr. and Uyemats, K.

MAFVollbracht, Mr., & Johnston, Mr. and

Min J.B.

Hough, Dr. S.

Joseph, EM. Josephs, MA Jasepli, B. M Kerr, Capt. E. J.

merely require that the prospectus director who was formerly part BOARD AND RESIDENCE Klose, Dr. shall specify the dates and the owner of a property sold to his names of the parties to any sou Company for ita real value.

traate entered into by the Com max, or the promatera - direc

Tq be Continued

Mrs.E Warth, B. J.

H. H

|

ORAILIXBUNK Adems, Mr. & Mr. Jones, Dr. & Mrs.)

& 2 childreu.....` EYAD Waterman, J. J. * | Aston, Lieut." and Kyld, Mr. & Mix, Watson, Min, and Mr.

K. 'child':

Caldwell, 31, & Mrs, Mackenzie,' A. - Olia Chan, B. d. Kiteble," Mr. and „Gaskell, Mr. and Mran stat

MIDWES Binley, Lieut Grat-Smith, R. Ha Mr đế Omat-Smith; Mmus: Wilson, Li Q, Worster, Dr. Art. Hancock, Bali, Lient. Wood, E.M.

Wetherell, Capt.

Woda de

“HOMEVILLE” Morrison Hill, Knapp, W. B.- White Mr. & Mr splecilid view of the harbour, 10 Krakkar, Dr. D. OCHLB. miantos from Post Offós by electris Laepman, Mr. & Wood 0, 0, 2. mars 3 satmaos-154,” Wanchai Boad, Ha. H

and

• Bassino Train Time is 28 minutes faster than S.MAR, Time. For instania

6 p.m. by the former is 6.87 p.m. by the latter. Supplementary Charges on DAIBEN-CHANGCHUN Barrio EXPRES EXTRA FEY SLEEPING CAB SUPPLEMENT...... 10.00 ANTUNG-MUKDEN LINE Opened for standard gauge traffic and operating thrice weekly express were between Changchun and Seoul, changing

at Mnkdan.

TICKET AGENCIES--The Company's railway and stenfüer tlakata, are obtainable at all the Agencies of the International Bledping Car &. Expres Trains Co.; the Nippon Yores Kairba, Bhangai; Metre Thor Cock & Boo and Reisebarsen der Hamburg-Amerika Linie.

RAILWAY HOTELS-YAMATO HOTEL (Tel. Add, i ́" "Tatulo""")'ak Dairen Port Arthur, Mukden. Fushan and Changcbon, all under the Cola. pany's management.

SOUTH MANCHURIA RAILWAY. COMPANY- DAIREN.

1.

Tel. Add. “Marisien." Ondra A.6,0. 5th. Ed. A. 1. & Liber's

FUSHUN COAL

THE BEST STEAMING COAL IN THE FAR EAST, T. Fresh stooks always on hand at Dairen, Néwobwang and TientsiniDepois and also at Checo, Shanghai, Hongkong, Bingspate and Panangeli

MINING DEPARTMENT,

SOUTH MANCHURIA BAILWAY COMPANY:

DAIREN

Agents: MITSUI BUSSAN KAISHA LTD

Bapahner, 180h" Dubembere 19115.