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Mr. Beckett says :-Thus is may be seen that British interests still preponderate in the ratio of about 3. to 5. Considering that the amount of British capital invested is estimated to be 2,000,00, this ratio is not disproportionato.
A HONGKONG APPEAL CASE.
HO TUNG V THE MAN ON INSURANCE CO., LD,
The following is the report of the judgment of the Judicial Committee of the Privy Council (Lords Macnaghten, Shand, Davey, Robertson, and Lindley) on the 30th November on the above case :—
This was as appeal from a judgment of the Supreme Court of Hongkong of July 3, 1900, affirming a decision of the Chief Justice.
Mr. Haldane, K. C., and Mr. Duncan M. Kerly were counsel for the appellant; Mr. Batober, K. C., and M. Austen-Cartmell for the respon lent company.
·
THE HONGKONG WEEKLY PRESS AND
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the
[January 13, 1902. motion. On appeal, the Chief Justice adhered the Japanese empire in which the rights and to his opinion; Mr. Justice cercombe Smith privileges of the subject are governed by Con- differed from him. The original order was sitution. The conditions in Formosa are of therefore affirmed. It was not denied that, if course so different that it is not wonderful to the company was governed by the registered find that the administratton is framed on diffe- articles. the directors were entited to reject the rent lines, but it is complained that as matters transfer In Table A, on the other hand, stand there is far too much despotic authority there was no suoh power It appeared, there- vested in the officials. fore, that these articles had been registered and The unofficial Japanese in Formosa have published and put forward as the company's delegated two gentlemen to visit Japan proper only articles of association, and had been acted and make their grievances public," in the hope on, amended, and added to by the shareholder, that changes will be effected before long as the and
had company's business
been result of the publicity given. These two conducted under the regulations contained gentlemen are Mr. Hagiwara, editor of the therein for 16 years without any objection; Taiwan Mimpo, and Mr. Kobayashi, a barrister, and the company states that they were its ar- who is also connected with the same journal. ticles of association. Their Lordships thought The case of these gentlemen, who called upon that in these circumstances they were entitled to us a few days ago with the object of a personal draw the inference that all the shareholders had interview, is briefly that as the Governor- accepted and adopted the articles as the valid General of Formosa has full power of legisls. and operative articles of association of the tion, and is advised solely by the officials of his company. The articles of association stood on entourage, the government of Formosa tends to a very different footing from the memorandum, be carried on as a bureaucracy, where the and were in the power of the shareholders interests of officials naturally assume much themselves. The apparent object of requiring more importance than the interests of the island. the articles to be signed before registration was No criticism is permitted, and any Japanese say anything against the to secure the adhesion of the only members of who dares to the company at that time to the regulations officials or against the local government is "As a matter of fact," contained therein. It wa, no doubt, impera-promptly deported.
"the Peace Preserva- tive on the Registrar to require the articles to said one of our visitors, be signed before registering them, as it was to tion Law which was repealed some years ago so see that they complied with the other requisi- far as the mainland is concerned is put into tions of the ordinance, as for example that operation in Formosa just as if the Diet had they were printed and expressed in paragraphs never objected to it."
But there was no numbe ed arithmetically.
In reply to a question as to whether the reason why the shareholders should not adopt Chinese had any recognised means of making them although irregularly registered. The their wishes known or bringing their grievances statutory mode of doing BO was by spécial to the notice of the authorities, we were told statution, but that again was only machinery tha in each district a Chinese was chosen as a for securing the assent of the shareholders or a sort of head-man and to be a nieans of com- sufficient majority of them. In the "Phosphate munication between the local government and of Lime Company v. Green" (L.R. 7 C.P., 43) the people. In effect he became an official, it was held that the company was bound by the being given a small salary, but he was never con- acquiescence of the shareholders in an not done sulted upon the views of the Chinese. He merely by the directors in direct violation of the conveyed the orders of the local government to the articles of association, although there people, reported upon the number of persons in had been no alteration of the articles by each house for taxation purposes, and, in the case a special resolution. In commenting on the of the construction of public works-such, for cases arising out of the Agriculturist Cattle example, as a railway-he conveyed the order Insurance Company, -Lord Cairns, in for the appropriation of land. Japanese resi- “Ashbury Railway Carriage Company v. Riche" dents were also appointed on committees of (L.R., 7 H L. 653,. at p. 674) said, "If they taxation, but their functions were confined had sanctioned what had been done without the solely to reporting on the individual capacity to formality of a resolution it was quite clear that that would have been perfectly sufficient." added, "So also in the case of the Phosphate of Lime Company the question was whether that had been done by the sanction of the company which clearly might have been done by a resolution passed by the company."
Messrs. Hagiwara and Kobayashi hold that power Lordships thought that by the acquiescence the time has come to grant some
of representation and administration to and agreement of the shareholders shown by a long course of dealing the registered articles the residents. Probably the time is not ripe, had become and were the articles of association they think, for the grant of full rights, the situation is complicated by the of the company as surely as if they had been s formally adopted by special resolution. They Chinese population, but there can scarcely be would therefore humbly advise his Majesty any reason why Japanese residents and Chinese that the appeal be dismissed. The appellant who have become Japanese subjects should not
pay certain taxes, and they had no power of He representation. The consequence was, that the officials had everything their own way, and the result was not very satisfactory either in the interests of the residents or of the island generally.
Their
The arguments for the appellant-the other side not being called on-were recently heard before a board composed of Lord Macnaghtem, -Lord Shand, Lord Davey, Lord Robertson and
Lord Lindlay, when judgment was reserved.
Lord Davey, in now delivering their Lord- ships judgment, said the sole question was whether the regulations of the respondent company were those contained in its articles of association registered at Hongkong or those contained in Table A in the first schedule to the Companies' Ordinance, Hongkong, 1865, under the provisions of which the company was incorporated in 1881. Sections 6. 11, and 14 to 18 of the ordinance were substantially identical with the sections bearing the same numbers in the Companies Act, 1862, and Table A in the schedule to the ordinance cor- responded with Table A in the Companies Act. By section 14 it was enacted that the memo- randum of association might, in the case of a company limited by shares, be accompanied when registered by articles of association signed by the subscribers to the memorandum of associa tion. By section 15 if the memorandum of as- sociation was not accompanied by articles, or so far as the articles did not exclude the regulations in Table A, those regulations became the regula- tions of the company, and by (section 17 it was enacted that the memorandum of association and the articles of association, if any, should be delivered to the Registrar, who was to retain and register the same. In the present case the memorandum of association was duly signed by nine persons, and their signature was duly attested. The memorandum was accompanied by & small printed book purporting to contain "articles of association of the Man On' In- surance Company (Limited)," but those articles were not signed. The Registrar, however, re- gistered them with the memoranduin and there- upon gave a certificate of the incorporation of the company. The articles so registered had been in use by the company from that date until the present time. They had been twice amended by special resolutions which had been registered. In 1885 certain articles were added, and the special resolution was in the follow-would pay the costs of it. ing words: ---- That at the end of the articles of association of the company there be added to and incorporated with the said articles the following regulations, that is to say," &c.
We take the following account of an interview And in 1894 the resolution was that Article from the Kobe Chronicle of the 1st inst:— 72 of the company's articles of association is
It will perhaps be learned with some surprise hereby cancelled, and that there should be sub-
that there are almost forty thousand Japanese stituted therefor the following regulation." in Formosa engaged in trade or commerce The present question had arisen in this way. of various descriptions. Formosa is still A purchaser and transferee of shares in the regarded as being remote from Japan, and company applied for registration. The regis foreigners are inclined to think of the Japanese tered articles contained a power for the direc-in the island as being confined mainly to the tors to prevent and disallow the sale or transfer of shares to a transferee whom they did not consider a fit person to hold shares. In exercise of that power the directors refused to register the transferee, who thereupon moved the Court to have the register rectified by registering him as the holder of the shares, and raised the question whether the directors had the power which which they claimed to reject the transfer. It was contended that, in the circumstances, the regulation contained in Table A were the only regulations of the company. The Chief Justice held that the enactment in section 18 of the ordinance making the certificate of incorporation conclusive evidence that all the requisitions of the ordinance had been complied with applied to this case, and refused the
THE CONDITION OF FORMOSA,
be grauted at least representative rights. If the residents had some means of making their voices heard, a check would be exercised upon the officials which is at present altogether wanting, Above all the power of deporting persons who are objectionable to the officials should be taken away, and those who have committed any offence should be subjected to the law. To allow officials to be the sole judges of whether a man is or is not a desirable person, they consider altogether out of harmony with the spirit of the Japanese Constitution. It leads' to cases of great hardship, and opens the way to official class. The number of officials, including intimidation ou the part of unscrupulous policemen and civil officers, is about five thou- officials, preventing criticism even of the sand, who govern a population not exceeding mildest character, and thus militating against two millions and a half. To the officials the public interest. Messrs. Kobayashi and must be added a garrison of two brigades, Hagiwara make out a strong case; and it is to consisting of about twenty thousand men, go be hoped that their mission to Tokyo will have that it will be seen the total number of Japanese
some success if only in directing attention to affairs in Formosa. in the island is between sixty and seventy thousand. In the opinion of many Japanese
In reply to a question as to the position of who have taken up their residence in Formosa, foreigners in Formosa, regarding which com- the time has now come when a reform in govern-plaints occasionally reached Japan, Mr. Hagi- ment should take place in the direction of al. wara said in the opinion of Japanese the officials lowing the population, and particularly, we listened far more to complaints from foreigners suppose, the Japanese part of the population, than from Japanese. We remarked on the some share in the control of administration. question of titles to land, and asked whether At present the island is administered rather as considerable difficulties had not arisen, when over control, - from if it were under military rule than as a part of the Japanese took
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