THE OTAGO DAILY TIMES. FRIDAY, JULY 31, 1891.

Otago Daily Times, Issue 9182, 31 July 1891, Page 2

THE OTAGO DAILY TIMES. FRIDAY, JULY 31, 1891.

The decision of his Honor Mr Justice j i Williams re the Victoria Quartz Mm- : ing Company, which we published on Wednesday, will at first sight appear an extraordinary one. The facts of the case are not very fully stated in the | judgment, and will prove of interest to ' our° readers. Shortly put they are as follows : At the time of the Nenthorn boom there were three companies registered under the Mining Act—viz., the Victoria, the Break o' Day, and the Nenthorn Consolidated. The directors of these companies agreed to delegate certain work to a third body—viz., a battery board, some of the directors of either company being directors of such board. The companies thereupon incurred separate overdrafts for the main purpose of erecting a crushing plant, j while the battery board controlled the | actual expenditure of the money, which had been paid into that board's separate account. Under sections 62 and 66 of "The Mining Companies Act, 1886," we find that a company may, with the sanction of a majority consisting of not less than two-thirds in number and value of the shareholders, borrow such sums of money as the shareholders may direct and give security for. In the case under notice the companies interested borrowed a j considerable sum of money from j the Bank of New Zealand, as; we have said, by way of overdraft, and now when the bank endeavours to prove on the companies in liquidation, its claim is successfully resisted on the ground that the j requisite two-thirds of the shareholders had not been secured to concur in the loan. Concerning , the equity, and indeed the morality, of such a defence there can be but one opinion. This is one of those unfortunate occasions when the law of the land is not absolutely on all fours with common honesty. Of course it may be said that the bank ought to have inquired as to whether the procedure prescribed by the Act had been attended to. It may also be said that the shareholders have a right to expect that the protection extended to them by the 66th section of the Act should not be set at defiance. They appoint directors with a knowledge that they are not by law permitted to borrow without consulting shareholders, and on the face of it they have a right to expect that no j loan will be contracted without their sanction. But it still remains a fact that the directors of both companies borrowed the bank's money and ex-1 pended it in work and plant on behalf of the shareholders, who alone under any circumstances could reap a profit from such expenditure. Common justice seems to demand that under no circumstances should the bank suffer, and that if shareholders cannot be made to liquidate their liability the directors should be personally liable for all they are worth. It must not, however, be supposed that in every case where a mining company has an overdraft not sanctioned by two - thirds of its shareholders the liability can be repudiated. Other questions will arise. His Honor quoted a Victorian case decided under similar circumstances, and said that the grounds of the decision were " that an intending lender dealing with the directors as the board ostensibly appointed to manage the affairs of the company may presume that before those directors borrow money for the purposes of the company they have complied with all the requirements of the Act necessary to enable them duly to effect the loan." In the case which has just been decided in our local court, however, the bank's agent, Mr Petrie, was one of the directors, and his knowledge of the informality would be the knowledge of the board. Further, the principle of subrogation may come in, and this is defined thus: " Has the transaction really added to the liabilities of the company? If the amount of the company's liability remains in substance unchanged, but there is merely for the convenience of payment a change of the creditor, there is no substantial borrowing in the result so far as relates to the position of the company.". The general principle in equity is that those who pay legitimate demands and have the benefit of other people's money advanced to them for that purpose shall not obtain the benefit so as in substance to make those other people pay their debts. But why, it may be said, does not this sound principle apply in this case, since the directors borrowed other people's money and received the full benefit for the company 1 The answer lies in the existence of the battery board. His Honor put it thus : " The bank therefore has to show that the moneys paidl by the battery board could have been recovered by the persons to whom they were paid as debts from the company it' the battery board had not paid them." Now this, under the agreement, would mean that the company had delegated for 15 years to a body outside itself the power to contract liabilities. Such an agreement is obviously ullra vires, and so the principle of subrogation does not! come in. If the battery board con-1 tracts liabilities it must do so as regards third persons on its own responsibility. . We have been particular m dealing with the points settled in this most lucid judgment, because, although the peculiar circumstances of the case are not likely to recur often, the question as to the powers and liabilities of directors is always interesting and often of much importance. His Honor quoted from a judgment of Lord j Selborne : "If the result is that by i the transaction, which assumes the : shape of an advance or loan, nothing i is really added to the liabilities j of the company, there has been no real transgression of the principle on which they are prohibited from j borrowing." This, of course, at once j determines the position of a bank or I an individual who has lent money to a j mining company which has not ob- j tamed the sanction of shareholders.'

There has been no real transgression of the prohibition to borrow, and the lender can prove through the payee on the payor because it was the lender's money that was used. This is what may be called the crumb of cony fort derivable from this judgment. It is not necessary for _ a lender to inquire into all the prior proceedings of the company : he may deal with the ostensible principals and assume all things to have been rightly done, but if the company hand over his money for expenditure to a body illegally constituted by the directors, then he may have to suffer, as in this case. We are somewhat surprised that the point was not considered when the negotiations for a loan were going on, but in future a similar mistake is not likely to be made.

The North Duneiin Cemetery Extension Bill was thrown out by the Legislative Council yesterday, but the Hon. W. D. Stewart intends to try and reintrodnce it. The Council read the labour bills a first time. In tho Souse of Representatives yesterday two motionß of adjournment were moved in the afternoon and another in the evening. The first arcse out of the reply of the Minister of I Education to a question referring to the appointj ment of a successor to Sir F. Dillon Bell. The second was with regard to a recommendation of the Petitions Committee that a Mr Meredith should be paid bis costs in connection with a | Wairarapa trespass ease. A bill to create Palmerston North a separate hospital district was read a second time. Sir George Grey's motion to Bend i a request to the Czar of all the Russias in favour of the persecuted Jews was carried, but one by ' Mr W. Hutchison to appoint a commission to I inquire into tho management of the gaols of the colony was talked out. As soon as the House met in the evening, Mr Bryce moved its I adjournment to complain of the treatment the ! Opposition received from the Government with I special reference to the stonewall on tho Land Bill. After some discussion the whole subject dropped. Mr G. Hutchison then secured the second reading of the Indecent Advertisements and Gaming and Lotteries Bills. The House then went into committee on the bill to cancel the recent appointments to the Council. After a long discussion, progress was reported, with leave to sit again in a fortnight, which means that the bill is shelved. At yesterday's meeting of the Harbour Board | it was resolved on the motion of Mr E. B. Car- ! gill to remit to the Fiuance Committee to inquire into the question of providing revenue for the purposes of the board by meanß of a district rate in lieu of the harbour improvement rate and wharfage, as at present levied, and report to the next meeting of the board. We understand that Me W. h. S:mpßon has been appointed an official visitor of Seaciiff Lunatic Asylum, and that he is about to take evidence and hold an inquiry into certain statements and charges that have been published respecting the conduct of the institution. We understand further that the inquiry will be held in the Lands Office, and that Mr Simpson will commence to take evidence to-morrow. The inspector of police has received information by telegraph to tho effect that David Chalmers, a man 80 years of age, wsb found dead at 10 a.m. yesterday in a hut near Milton, in which he lived by himself. A curtain in one of the passages in Wain's Hotel caught fire yesterday afternoon, owing, it is supposed, to a lighted match having been carelessly thrown on it by someone, and an alarm was given, with the result that both the Fire Brigade and Salvage Corps were quickly in attendance. The fire was, however, extinguished without difficulty, and no damage was done beyond the destruction of the curtain and a slight scorching of the wall. On Monday night last a meeting of the committees of the Free Public Library Association, the Athenreum, and the City Council was held for the purpose of discussing the question oi establishing a free public library in this city Tho decision arrived at was that the Finance Committee should recommend to the council ai its next meeting that the question of levying a halfpenny rate for tha purpose of supporting t free reading room and reference library eboulc bo referred to a vote of the ratepayers to bt taken on the day of the next mayoral election It is probable that voting papers will be giver to ratepayers to record their votes on the question of a free public library at tha same tinif that th6y vote for the election of mayor. Mr E. H. Carew, KM., will be engaged or Saturday next at the Outram Police Court ir hearing certain charges of sly grog-selling at Middlemarch. With reference to the cable message fron Sydney that a new shippiug company was beinj formed there to trade with New Zealand, i Chriatchurch telegram states that commercia men in that city scout the idea, as there is not 1 single shipper in Canterbury associated with thi movement. Messrs Kincaid, M'Queen, and Co. have jusi completed a large multitubular boiler, to thi order of the Jutland Flat Gold Dredging Com pany, Upper Waipori, in a manner which provei that work of this class can be turned out in i satisfactory manner in Dunediu. The boiler ii both strong and substantial. It is stayed ii accordance with Traills' rules. The smoke bo: is sft 3in in length, and the barrel 10ft, with i diameter of 4ft 4in, and the tubes are 75 ii number, their diameter being 2Jin. The plate are all of steel, and the fire box of Lowmoo plate. Two sots of spring safety valves are sup plied, and the steam is collected inside the boile; by an anti-priming pipe. The usual mounting are fitted on complete, and everything else is ii order. Taken as a whole, tha boiler is a perfec piece of good and excellent workmanship. Thi test of its strength was conducted by thi Government Inspector (Mr Duncan) in thi presence of the company's engineer (Mr X Hay). The pressure applied was 2501b to thi square incb, and at all points the boiler wen perfeotly tight at that pressure, end to thi entiro satisfaction of Mr Duncan and all con I cerned. It is intended that the boiler shoul< work at a pressure of 1201b. j Mr G. S. Cox, of the Railway Traffic depart | ment (aays the Christchurch Press), has madi an ingenious contrivance for giving an alarn and at the samo time! lighting a candle. It is i combination of an alarum clock and an electri alarm bell. The clock w set to the hour re I quired, and the alarm affects an arrangemen i which completes the electric current and ring a bell over the bedroom door. Attached to thi is a tube which holds an ordinary wax match ■ and the hammer of the bell strikes a trigger am the head of tho match is forced by a spring be tween two rough surfaces, which lights it. Thi candle is held in an adjustable candlestick, am ia set so as to bring the wick in contact wit] the match when lighted. The candle can alsi be lighted by pressing a button at the bed heai if a light is wanted in the night. Mr C. Baeyortz contributes to this week' Witness an extremoly interesting articlo oi <• Linguistic Peculiarities." Though the subjec is iilustrsted by means of quotations from Latin Greek, and several modern languages, it i treated in such a manner as to interest even th ordinary reader, and the conclusion of th article, which will appear next week, will n doubt be looked forward to with interest by a] shades of readers. Mr O. E. Hugo also has criticism of the Dunediu Art Gallery in th current issue, in which local artists will find i good deal to attract their attention. A touching and romantio announcement wa made at Montreal the other day just after th Governor-general had opened tho session of th Royal Socioty of Canada. A local historian, M Suite, in making a speech in the Frencl section, told the following story, the fact of which he had lately discovered:—"l was about the year 1840, when a number o French-Uanadiau exiles to Australia, patriots o 1837-38, who had beeu reprieved were on thei way home. In their haste to reach Canada, a they had not waited for tho funds voted am provided for their voyage, they found thcmsolve fricndlesß and penniless in the London clocks. Ii their bereavement great was their joy when ai unknown gentleman approached them, end, af tei aicertaining tho circumstances in which the; wcro placed, at once gave his own cheque for thi amount necessary to take them safely home.' "This stranger," added Mr Suite, "was non< other than the father ot Lord Stanley, the present Governor-general of Canada." Th< applause which greeted this announcement msj more easily ho imagined than described, and hif Excellency himself was deeply touohed.

The Nelson Evening Mail, in commenting on tie taxation proposals, says:—"lt is well known ■ that under the property tax there are innumerable objections to valuations, though the only result of a reduction is to save taxation on [ the difference between the original valuation and that fixed on appeal. Under the proposed new taxation a reduction of even a pound in valuation may place a landowner in a lower class and save him a large sum each year. With so many classes it may be expected that almost everybody will object to valuations and that the efforts in that way will be particularly strong when the sum is close to the boundary line between two classes. Under the proposed new land tax a man with property valued at £99,999 will be considerably better off than one with property valued at £100,001, and it is certain that no art will ba neglected to escape taxation on the higher eoale." According to the correspondent of the Lyttelton Times the following return showing the area of Crown land under pastoral license, with the number of sheep grazed, has been laid before the Waste Lands Committee:—Messrs E. Campbell and Sons lease from the Crown 25 runs, estimated to contain 304,766 acres, on which they depasture 205,000 sheep; the New Zealand Loan and Mercantile Agency Company, 17 runs, estimated to contain 450,500 acres, on which they depasture 138,000 sheep ; the New j Zealand and Australian Land Company, 17 runs, of 328,215 acres, depasturing 91,500 sheep; Messrs Dalgety and Co., 38 runs, 555,706 acres, 136,000 sheep; the New Zealand Land and Mortgage Company, 2 runs, 89,870 acres, 43,000 sheep; Messrs Blackwood and Co., 6 runs, 87,754 acres, 37,000 sheep; Mr F. D. Bell, 14 runs, 137,228 acres, 48,500 sheep; Messrs Murray, Roberts, and Co., 2 runs, 24,020 acres. 13^000 sheep; Mr J. H. Preston, 5 runs, 112,194 acres, 51,300 sheep; Messrs Ross ana Qlendining, 9 runa, 131,188 seres, 53,000 sheep; Messrs Cargill and Anderson, 14 runs, 99,390 acres; 33,060 sheep; Messrs Pogson and Co,, 11 runs, 70,100 acres, 38,000 jßheep; Mr M. J. S. Mackenzie, 5 runs, 60,560 acres, 29,600 sheep; total summarieci, 13 ruuholders, 165 runs, 2,541,000 acres, 917,000 sheep. There was a fair attendance at St. Andrew* Church last evening, when a sacred concert was given in aid of the choir funds. The programme was a varied one, embracing vocal and instrumental items, and was gone through on the whole ia a satisfactory manner. The most enjoyable contribution of the evening was undoubtedly Herr Winckelmann's 'cello solo, Schubert's "Aye Maria," which was loudly encored. The performer had th 9 advantage of an organ and piano accompaniment, played by Messrs Lomas and Timson respectively. Herr Winckelmann, at a later stage of the evening, also played Sullivan's "Lost Chord," with a similar accompaniment. Mr Jesse Timson played three organ solos—viz., a prelude and fugue by Bach, Adagio in A flit and Festival March in D by Best, and Gounod's " Nazareth"— all of which were performed in a manner that apparently met with the appreciation of the audience. Of the vocalists, Mr F. L. Jones attained the most success, his rendering of Piccolomini's "Eternal rest" being deservedly encored. Mr Jones, in company with Mr Manson, also gave a very tasteful rendition of " Ora pro nobis," by the same composer. Miss Blacke had to repeat her solo, " Angels ever bright and fair " (Handel), while Mrs Baeyertz aang "The watchman," and Mrs Thurgarland Handel's "He was despised." Mr Dall gave an indifferent rendering of " The mighty deep," and Messrs Chirm, Jones, Dall, and Manson contributed a quartet, while the choir also sang a coupla of anthems, under the leadership of Mr Chirm. At the close of the entertainment ths Rev. R. Waddell thanked those who had rendered assistance during the evening. There was a large congregation at St. Paul's pro-Cathedral last evening, when full chornl evensong was held, the Key. G. W. York being precentor. The order of the service was:— Processional hymn No. 274, Hymns Ancient and Modern; preces and responses (Tallis); pßalma— chants 371, 374, 34; Magnificat and Nunc Dimittis (Whitfield, in E); anthem, " The wilderness" (Goss); organ solo, larghetto from symphony in D, op. 36 (Beethoven), Mr Arthur Towsey; trio, "In the sight of the unwise," from "St. Polycarp" (Ouseley),: Mrs Israel, Misses Jago »ud Vivian; violin solo, secoua romance in F, op. 50 (Beethoven), Miss J. Gordon Rich; solo, "Lead, kindly light" (Gouuod), Mr Blenkinsopp; organ solo, offertoireinF major (Batiste), Mr Arthur Tow6ey; sob, "Evening prayer," from "Eli" (Costa), Mrs Williams; anthem, "O God, Thou att worthy" (Sallivan); hymn, "The church's one foundation"; recessional hymn, "Sweet Saviour, bless us." The vocal solos were both well rendered, Mrs Williams' version of the ''Evening prayer" being especially acceptable, but the anthems were Bomewhat unevenly sung. Miss Rich's violin solo waa played artistically and with feeling, and Mr Towsey's organ solos were much appreciated, his playing of Batiste's offertoire being a masterly performance. The offertory was in aid of tho church funaa. Our Wellington correspondent telegraphs that Mackenzie's dramatic oratorio, " Rose of Sharon," was produced at the Opera House last night by the Wellington Harmonic Society. Solos were taken by Miss Spensley (Christchurch), Miss Myers (Wellington), Mr Putschell (Christchurch), and Messrs A. Gray and Mabin. The performance on the whole was very satisfactory. Mr Robert Parker conducted. At the usual practice last evening of StJoseph's Cathedral Choir.the Rev. Father Lynch, at the request of the members of the choir, presented Miss A. Woods with a handsome marble clock, which bore the following inscription:— " Presented to Miss A. Woods by the members of St. Joseph's Cathedral Choir on the eve of her marrisge. August, 1891." Mr W. J. Cantwell returned thanks on behalf of Miss Woods. "The Mikado" was produced for the second time at the Princess Theatre last night, by Williamson's Juvenile Comic Opera Company, in the presence of a large audience. The opera was represented in the same highly successful manner that characterised the first performance of it here. The quaint music of the opera was rendered in a way that wa3 thoroughly appreciated by the audience, who insisted on encores for many of the solos. Master Alfred Stephens, as the Lord High Executioner, fully sustained the favourable impression he created on his fir6t | appearance, and provoked a great deal of merriment by his singing and acting. Miss Lily j Stephens, who appeared in the part of Pitti I Sing, also again [displayed considerable ability, | and delighted the audience by her clever representation of the character. The other members of the company all did good service in their respective parts, and the concerted music of the opera was rendered remarkably well, as also were the choruses. The costumes and scenery, too, were greatly admired, while the orchestral music added much to the enjoyment of patrons to the theatre. To-night the opera will again be j produced. A complimentary benefit has baea tendered to Mr Phil. H. Kirby by the leading amateurs of Dunedin, to come off at the City Hall on Tuesday evening. The unfortunate termination of Mr Kirby's attempt to cater for the amusement of the Dunedin public has gained him general sympathy, and no doubt a large audience will greet the performers. A glance at the names of the ladies aud gentlemen who have como forward is enough to show that the entertainment will be ono likely to hit the I popular taste.

Johw HIBLOP, WBtohmakM ana Jeweller, M Prinoe» itreet. The olde.t established hounei in town. Repaln of all kind.. Good Miortment Watohei. Olook.. And Jewellery. Spectacle* to suit sll eighta.—[Apvt.]