THE OTAGO DAILY TIMES WEDNESDAY, MARCH 23, 1892.

Otago Daily Times, Issue 9382, 23 March 1892, Page 2

THE OTAGO DAILY TIMES WEDNESDAY, MARCH 23, 1892.

The management of a mining company is one of those things which almost everyone thinks he understands. Men will undertake to act as secretary of a company whose only qualification is that they need the salary. Still more singular .is the fact that responsible men who have invested large sums of money in an undertaking will consent to the appointment of a secretary who has no real knowledge whatever of the Companies or the Mining Companies Act, and who has not any conception whatever how to keep the books required by the Acts or how to make a call. The Legislature in its wisdom haa determined to safeguard the whole procedure of carrying on a joint stock company by a number of provisions of a very minute character, which are intended to insure the proper protection of shareholders, 'out which in effect provide a means of escape from their responsibilities for unscrupulous members of the corporate body. We do not hesitate to say that the directors, secretary, or liquidators of a company should either qualify them selves for office by a minute and prolonged study of the Acts bearing upon the subject, or else be satisfied to be guided by legal assistance in what appears to them even the most routine work which they have to do. The records of the .Resident Magistrate's Court and of the Chamber business of the judge exhibit with melancholy clearness the almost innumerable pitfalls which the Legislature has dug for the unwary in its honest and zealous effort to provide for fair dealing. The recent meeting of the Mount Highlay Consolidated Quartz Mining Company shows how readily a perfectly honest man may fall into a mistake in carrying out his duties under the Mining Companies Act, and arouse the suspicions of some, call down the censure of others, and excite the apprehension of fraud on the part of many of those affected by his action. Mr Hjorring was liquidator of the Mount Highlay Company, and in that capacity he had to dispose of the property of the company to the best advantage for the benefit of all concerned. He says himself that be thought he was doing the best for all when, without offering the property for public auction, inviting tenders, or in any way attempting to secure public competition, he sold the whole property of the company to a Mr Nunn, who made the first offer for it, for the sum of L4OO. The property, we may add, has been estimated to have cost L6OOO. Mr Hjorring affirms that he had full power to do this under the Act, and accord-

ing to the first plain literal interpretation of the words he was probably right in saying this. A little more experience and knowledge, however, would have taught him that in such a position as ho held, which was practically that of trustee for all those who had invested their money in the Mount Highlay, he ought to have bo acted as to he in a position to say, and moreover to prove his statement, that he had got the best price obtainable. We do nob say that the liquidator of a company must alwaja necessarily submit tho property of the shareholders to public auction, though this is undoubtedly the safest course, and one which most liquidators pursue. We do, however, most emphatically say that the liquidator in this case should have given some public intima-

tion both in Dunedin, where most of the Mount Highlay shareholders live, and in the paper circulating in the dirtrict in which the property for sale was situated. His action was characterised by one of the shareholders at the meeting held last week as a mining scandal. Insinuations of a very serious kind were made as to the bonajides of the whole transaction, and a resolution was arrived at that steps should be taken to set aside the transaction. It was quite natural that shareholders who were disappointed at the non-success of a venture which at one time promised rich returns should feel very strongly that full justice had not been done to their interests. We ax c not concerned to discuss this aspect of the question. For all we know, Mr Hjorring may have got the very best price obtainable for the Mount Highlay mine and plant. We do say, however, that he acted with the most culpable, indiscretion in the course which ho took, and we cannot be surprised as the shareholders' desire to upset the sale. The Mount Highlay business only happens to be the last instance in point in illustration of our statement that mining companies are constantly carried on in a very careless, ignorant, and unsatisfactory way. From the cradle to the grave, from the prospectus and articles of association down to the cemetery of liquidation, the whole conduct of a company's operations is too frequently found on examination in tho law courcs to have been of the loosest and most irregular character. Every lawyer knows the difficulties which beset an attempt to recover calls through the law courts, and experienced practitioners usually feel the assurance of success in anticipation when, called

upon by a client to resist the payment of calls. Whether it is that the

Legislature has been too exacting in its demands, that its requirements are of too detailed a character, or that the safeguards which it has provided are of a kind so minute as to be vexatious, we do not say. What we do say is that a layman secretary requires to give a lengthened and laborious attention to the statutes dealing with the affairs of public companies before he can safely carry out the duties of his office, and that in addition to this he must also have some acquaintance with the genera) principles of law and equity. The alter-

native to the possession of these acquire-

ments is that he should call in legal assistance continually to put him straight in his work. Mr Hjorring's blunder upon which wo have commented may be assumed to have arisen, from a mere misunderstanding of this duties of an officer of a company holding a fiduciary position. The maxims of law -which require from a trustee at the very least the caution which a prudent man would exhibit in the conduct of his own affair 3 appear to have been unknown to him. According to thu mere wording of the Act he was in a position as liquidator to deal with property entrusted to his care in an arbitrary and despotic way. It will probably be a surprise to him to learn that an officer may have full discretion given to him and that he may yet be ruled to have exercised his discretion indiscreetly. The pitfalls which beset the unwary officer of a company are so numerous and so ingeniously scattered .about thafc it is very easy for an honest !and well intentioned man quite unconsciously to betray his trust, scatter ruin around him, give occasion for the basest insinuations, and foully besmirch his own good name. The shareholders of a company which has Jost its money are always naturally prone to suspicion, and though in prosperous times they have displayed a false economy in endeavouring to obtain cheap work, it is certain that no recollection of previous parsimony will prevent them when in liquidation from throwing blame on their own officers. To walk safely along the narrow path of company law and make no mistakes requires sound judgment and no mean knowledge of law. When the shareholders of companies begin to recognise these truths they will exercise much greater caution in appointing their officers. Until then it seems likely that mining and other ; companies will continue to afford a I great deal of litigation.

Forty-four years ago to-day the ship John Wickliffe, and three weeks later the Philip Laing, with the pioneer settlers of Otago, cast anchor at Port Chalmers. In celebration of the event the day will be observed as a general holiday. The rain which fell last night cleared off, and at the time of our going to press the weather is rather promising, so that the various picnics arranged and the Druids gala aud sports at Sawyers' Bay will probably proceed. The D.J.C. meeting at Forbury is the other event arranged to commemorate the arrival of the early settlers.

A carpenter named Peter Pindlay, while working yesterday morning on the steamer Poherua, which was moored near the graving dock at Port Chalmers, accidentally fell off the deck into the after-hold, falling a distance of some 20ft. He sustained two cuts on the skull, but these are not considered dangerous. Dr Drysdnle was sent for, and was speedily in attendance, and on his advice the sufferer was removed to his home at Mansford Town.

Our Middlemarch correspondent writes : "There is not yet any word of the man Cummock, who so mysteriously disappeared from the Barewood reefs a week ago. A diligent search has been carried out by his fellow : miaers and our energetic constable, Mr O'Brien, but with no effect. Some surprise has been expressed at none of the man's family or friends turning up to assist."

According to the Argus cablegrams the Honse of Commons has repealed the Eastbourne bye-law under which the Salvation Army have been prevented from parading the streets. The same message published in the New Zealand press merely stated that the House had been appealed to.

James O'Flahcrty, charged at Wellington yesterday with attempting to murder his wife by shooting at her with ball cartridge at an early hour on the morning of the 16th iust., was discharged. The wife, who was the principal witness, swore that the accused was under the influence of drink, and fired the shots at the cat.

The Postal Convention which has been meeting at Hobart has concluded its sittings. The next meeting will be in Queensland.

Bishop Nevill visited the parish of St. John's. Milton, on Sunday last, and preached at throe services during the day to large and attentive congregations.

A sitting of the Supreme Court, on the divorce anil matrimonial causes side, was held before Mr Justice Williams yesterday, A rule nisi for the dissolution of marriage was granted in the case of Margaret Armstrong (petitioner) v. Benjamin Armstrong (respondent). In this case the petition was based on the contracting of a bigamous marriage by the respondent, who follows the occupation of a steward, and was until recently employed in the service of the Union Steam Ship Company. The evidence went to show that the respondent, who was born in the East Indies, his father being Irish and his mother English, was a widower when ho was married to the petitioner in 1880. The parties lived together in Now South Wales for some time, but the petitioner's health caused her to return to Scotland, and at the request of the respondent a deed of separation was executed between them. Subsequently the petitioner lost sight of her husband, but lately she heard that he had married in Dunedin, and she thereupon, after taking advice, came out to the colony to prosecute a suit for divorce. It was proved that the respondent was married in Knox Church in 1889 to a young girl who was a resident of Dunedin. The petitioner has, since she became separated from her husband, inherited a legacy, and she is understood to be now possessed of considerable means. Another case was opened in which a dissolution of marriage was sought, but it transpired that a sufficient time Lad not yet elapsed since the citation to put the co-respondent in default, and the case consequently stands over. It will probably be heard at the end of next week or in the beginning of the following one. On Saturday evening last a strange phenomenon (writes a correspondent) was observed at Lake Te Anau. The occurrence was noticed at 5.30, about a mile and a-half from the south end of the lake, the writer's attention being first arrested by a noise resembling the explosion of a bombshell almost beneath the spot where he was standing. About 15 seconds later a sharp shock was felt, similar to what would result from the discharge of a heavy piece of artillery. Twenty minutes afterwards the lake, which at the time was perfectly still, and as clear as a mirror, showed about seven distinct streaks of brilliant colour, in parallel lines, running horizontally across the lake. The colour was that of a rich ochre, and in the rays of the setting sun shone as burnished copper. Unfortunately the writer was fully two miles distant from where a boat could be obtained, and consequently could not get on the water to more closely observe the nature of the appearance. He, however, proceeded to a place on the beach where the end of one of the coloured hues seemed to touch the shore, and found that the colour was i produced by a fine yellow dust floating upon the water. A stick on being dipped into it was coated with the dust, and when dry stained the wood. No smell could be detected, but having no means of testing the substance it was found impossible to form any opinion regarding its nature. A small quantity of the dust has been forwarded to this office, and we shall give the result of its analysis in a few days. A special meeting of the George street School Committee was held last night and was attended by Messrs W. Simpson (in the ohair), Haynes, C. A. Anthony, S. M'Donald, R. Coghill, J. W. Jago, and the Rev. Gibson Smith. Twenty-one applications were received for the position of fourth assistant to the school, and it was decided to recommend the board to appoint Mr M'Phee to the position. There was a pleasant gathering at the City Hotel last evening, when Mr R. Smith, manager of Messrs Bing, Harris, and Co.'s Invercargill branch, was entertained bj\his fellow employes at a smoke concert previous to his departure on a visit to the old country, for which purpose his employers have generously granted him six months' leave of absence. Mr Smith was the recipient of a gold sovereign case, and in responding thanked1 the givers for the good feeling evinced. Several representatives of other wholesale houses were present, and the evening was pleasantly spent in harmony and good wishes for a happy and pleasant voyage for the departing guest.

Messrs Wright, Stephenson, and Co. will hold a sale of hacks and harness horses from the Mackenzie Country on Saturday. They notify new entries for their sale at the ram and ewe fair.

Mr George Todd (foivthe Farmers' Agency Company) will sell at Gore, on the 29th inst. a farm within five miles of Gore.

The Railway department announce that a train will leave Dunedin for Balclutha on Thursday evening at 11.20. ~

The sale of subdivisions of the School Commissioners' run No. 194 will take place about the 30th April instead of the 3rd, as was stated iin the report.

John Hislop, Watchmaker and Jeweller, 74 Princes street. The oldest established house in town. Repairs of all kinds. Good assortment Watches, Clocks, and Jewellery. Spectacles to suit all sights.— Advt

Marriage Presents.—G. and T. Young notify the arrival of three further shipments of new goods. Their stock of novelties is the largest in the colony, their goods the best, and their prices the lowest. Inspection invited.—[Advt.] We understand that Frank A. Coxhead, assisted by Mr John Beauchamp, is now taking enamelled cabinet portraits at the small price of 10s 6d per dozen, for one month only. A free invite to all to inspect his magnificent premises in Princes street, opposite Colonial Bank. Take the elevator. —[Advt.] ; Eden George and Co. (Limited), the leading photographers of Dunedin, who produce by far the best work in New Zealand, take one dozen beautifully enamelled cabinets in any position or style, for 15s. One price list adopted, and no extra charges, are made to visitors from the country [Advt.7 ■ : . Established over a quarter of a century. Of other sodawaters that have come under our notice and take a very high place in Australasia, we would be remiss if we did not mention that of Messrs Thomson and Co. Dunedin.—Brewers Journal, 1890.—TAdvt.1 Mr Hay, dental surgeon, desires to announce that he has secured and equipped, with the most approved appliances in high-class dentistry, suit able offices at 112 Princes street, immediately opposite Cargill's monument.—lAdvt.l