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November 7, 1903.)
HUMPHREYS ESTATE AND FINANCE CO., LD.
EXTRAORDINARY GENERAL MEETING. An extraordinary general meeting of the abore Company was held ou Saturday at the Company's offices, Nos. 38 and 49, Queen's Road Central. Mr. Hart Buck (chairman) presided, and there were also present Messrs. H. Humphreys, H. W. Slade, A. G. Wood and J. H. Van Buren (Jirectors, Ca taipu Unsworth, Captain Morrison, Messrs R. K. Leigh G. T. Veitch. J. Taylor, A. 11. Manceli, S. A. Seth, P. C. Potts, Ho Fook, Lo Cheung Shiu, J. 8. Harston (solicitor to the Company), and J. L. Cotter (secretary.)
The SECRETARY having read the nolics calling the meeting,
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CHINA OVERLAND TRADE REPORT.
Company." The reason for the resolution had been got forth in the circular which, he thought, all shareholders had received, so it was nunecessary for him to go into the matter.
Mr. Io Fook seconded the motion. Mr. J. R. TAYLOR said he been asked by the Hon. Gershom Stewart who, unfortulately, was absent from the Colony, to propose a resolution on his behalf. Mr Stewart wrote that, with re gard to the second resolution to bi proposed at the meeting of Humphreys Estle and Finano | Company, it was his intention to propose an amendment in the wording of the resolution:-
That Article No. 82 of the Articles of Associa
337
of the said action, on the ground that one Shing Kwai, otherwise Yew Hing, was a material and neossary witness upon said fast (d) and that his Lordship refused the
to allow an adjournment of the actions on the application of the appellant for the purpose of from. Dalny to give evidence; and on the allowing time for Shing Kwai to come down
pondents and appellant having agreed together question of law on the ground that the res. for the purchase of the Port Arthur business by the appellant for the sum of $25,000 upon the basis that the as-uts of the said business were valued at $37,3 10, whereas in truth and in fact he
consideration for the payment by the appellant assets were valued at $23,700 only, there was no
to the respondents of the sum of $1,000 which is men ioned in the document sued upon or tan certain suns aggregating $16,000 which the of any un or sums of money whatever otber respoudents had already prior to the commence. ment of the actions receive from the appellant.
He
(instructed by Mr. G. K. Hall Bruttoa, Hon. H. K. Pollock, K.C., barrister-at-law solicitor), appeared for the appellant. He said the first point he wished to direct the attention of the Court to was the form of action. believed the endorsements on the five writs of summons in these Summary actions were ideutical in their term. Plaintiffs claimed, from t e defendant the sum of $1,090 due ou promissory notes given by the defendant to the
first point to be noted was that the plaintiffs in plaintiffs and dated the 31st May, 1913. Th
the Summary actions who Were respondents before their Lordships based their now the
claim upon a docuiment which they allegal to ba a promissory note. It was therefore of coarse important to consider what was the exact document which was signed by the appellant who was the defendant in the Summary actions, Mr. J. S. HARSTON, solicitor for the Com-in order to see whether that document was or pany, explained that, in his opinion. under the articles of association Mr Taylor's amendment. which had been proposed and seconded, should ba moved by him as a special resolution to take the place of the former resolution.
}
Mr. G. I. VEITCH said in quite agreed with Mr. Taylor, and had much pleasure in seconding the amendment.
The CHAIRMAN asked Mr. Taylor if he would mind making it a sp cial resolution, in which case Article 82 c uld be altered.
tion of the Company bea caucelled and the following Article substituted therefor:-The remuneration of the general managers shall be a sum pot exc eding $8,00) per annum (which shall cover office rent and salaries of secretary The CHAIRMAN said-Gentlemen, this meet and other employees) and a commission of 5 per ing has been called to consider and, if thought cent. of the net profits of the Company for each fit, to pass the resolutions which have been in year that such profi s amount to 7 per cent, of your hands for the last two months. the capital of the Company." It appeared to unusually long notice of the meeting has been both Mr. Stewart and himself, that it would be given to allow every shareholder on the register much more satisfactory to have the amount fixed to vote either personally or by proxy. Before instead of leaving the question of salaries of the pating the resolutions t the meeting I would scretary and other employees au open matter like to make a few remarks. The effect of the They knew they were quite safe in the hands currency char ges in the Philippines and Strai s of their present general managers, yet at some Settlements coupled with the rise in exchange distant dato they might bo open to have un. has been to make money tight and causa reasonably large salaries. They had increased serious disturbance of prices both here and in the amount to $8,000, which they thought was Shanghai. A period of depression such as quite sufficient, and trusted the general mana- now passing through is not a suitablege:s would see their way to accept the ameud- time to raise mora capital than is actually mert which he had proposed., required for immediate wauts. Your direc- tors have decided therefore for the present to considerably curtall the programms outlined in the circular sent to you. The outlay on K. I. Lots 1,104 and 1,105 will be coufined practically to the amount which the company is compelled to spend in ra eable improvements under the Government conditions of sale. This will effect a reduction of about $60,000. The mortgage ou K, I. L. 412 has already been paid off and that on K. I. Lots 169 and 170 will have to be met on 31st December next. With regard to the proposed building operations ou Kowloon Inland Lots 412, 551 and 550 we now propose to carry out the work in two sections., the first section involving an outlay of about $90,000 to be started as soon as possitle; the other section estimated at $80,0,0 to be kept in abeyance. We consider this property will in the future be the most valuable of all our Kowloon properties, and as there is still a demand for such hontes as we propose to erect at rentals which will give the remunerative return of 14 per cept, on the cost of the buildings (or 8 per cent. on cost of both land and buildings), we think it would be very uuwise to de:ay auy longer its development. Building operations on other properties will not be proceeded with at present. Your directors therefore prppose to only call
up $2.50 per share on the 4th January next. This will realise $125,000 which is about the amount required to carry out the programme I have just indicated and provide for our wants in the immediate future. If any shareholders has any questions t ask I shall be pleased to answer them to the best of my ability.
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There were no questions,
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The CHAIRMAN accordingly proposed the firs resolution as follows:- That the capital of the Company be increased from $1,0 0,000 (divided into 10,000 shares of $10 each) to $1,500,000 (divided into 150,000 shares of $10 each) to be offered and if accepted to be allotted to the present shareholders of the Com. pany at par in the ratio and proportion of one new share for every two old shares in the Company held by the respective shareholders thereof, the amount payable on each of such new shares respectively to be paid at such time or times and in such manner as the Company by its General Managers may hereafter deter-
mine."
Mr. R. K. LEIGH seconded, and the motion was carried.
The CHAIRMAN dext proposed the second resolution as follows: The remuneration of the General Managers shall be $1,000 per annum (which shall cover office rent but nct salaries of Secretary and other employees) and mission of 5 per cent of the net profits of the Company for each year that such profits amount to 7 per cent. cf the capital of the
A com.
Mr. TAYLOR then proposed that the resolution 'be altered in the terms submitted by him.
Mr. VEITCH seconded.
The CHAIRMAN remarked that the directors and general managers were quite open-minded in the matter and the general managers would not feel at all aggrieved if the special resolution was carried.
The motion was then put to the meeting and carried unanimously.
The CHAIRMAN said that a confirmatory meeting wou'd be h·ld, du, notice of which would be given.
This was all the business
SUPREME COURT.
Monday, 2nd November.
IN APPELLATE JURISDICTION.
BEF. RE THEIR HONOUS SIR WILLIAM M. GOODMAN (CHIEF JUSTICE) AND A. G. Wise (PUISNE JUDGE).
KWOK CHIU HIN V. KWONG SUI HING AND OTHERS.
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was not a promissory note, because if the document sigued by the appellant was not a promissory note then, he submitted. judg ment should have beeu entered for the defendant in the actions. who Was DOW the appellant. Upon the point 83 to how these fire documents stood at the time appellant affixed his signature to them, there was-as there so often was where Chinese witnesses were evidence. The appellant alleged that certain concerned-a discrepancy of
words were inserted in these promissory notes or in these documents-they did not admit they were promissory notes-the purport of which when translate into English was as follows:-
+4
It is distinctly agreed that the term is one month when repayment shall be made. This is proof. Dated 29th year of Kwang Hsu, 5th moon, 5th day."
The Chief Justice -You say that certain words were addal nul that it was not a pro- missory note until those words were added ?
Hon. Mr. Pollock said that was so; the words were added after the signature and without the knowledge or consent of the appellant. As their Lordships would have noted from the evidence, there was a discrepancy upon this point, and as the appellant was by himself the respondents were numerically greater than he, there being four or five of them.
The Chief Justice-There was a conflict of testimony as to whether there had been an alteration or not?
Hon. Mr. Pollock-Yes,
the learned Judge below found as a fact that the The Chief Justice -Well, I understand that
the signature. document sued upon had not been altered since
Hon. Mr. Pollock—Yes.
The hearing wus resumed in this casa which was a notice of motion for leave to appeal against a decision of Mr. Justice Wise of the 19th September, 19 3, on questions of fact, on five separate actions in the Summary Jurisdiction bis Lordship, it was alleged, having, contrary to the evidence, found as facts (d) that the document sued upon in the action had been learned counsel would have to bear in mind that The Chief Justice went on to remark that the altered since the appellant affixed his signature; (b) that there
where a Judge sitting alone as a jury found WAS no condition that the document was not to be sued upon until Appeal would not disturb that judgment unless certain things to be a fact, a Court of the accounts of the Port Arthur business it was made clear that he was wrong. He had had been gone into jointly by the appel-looked up two cases which made this clear. lant and by somebody on behalf of the These were Savage v. Adam, reported in the respondents; (c) that there was no agreement Weekly Notes for 1895, p. 109, and the Colonial come to between the parties in the month of Securities Trust Company Ld. v. Massey and June, 1903, for a Chinese agreement to be others, reported in the Law Report, Queen's entered into between them with reference to the Bench Division, 1896, vol. 1, p.38. consideration to be paid by the appellant to the respondents for the Port Arthur business; (d) that the letter, Exhibit 10, which showed the value of the Port Arthur assels to be only $23,700, was probably invented for the purpos
Hon. Mr.
Pollock quoted a later case, referred to in the Annual Practice for 1903, p. 813, Coghlan v, Cumberland 1898 1, ch. p 704 as showing that it had been laid down that on the re-hearing on appeal a case tried by a
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