Between David Bean and others, Trustees of the Estate of Lindsay and Company, and William Judson Blydenburgh and others lately trading at_ Shanghai and elsewhere under the style or firm of Smith, Archer &: Co.
OPINION, A clear conception of the involved can only be reached by the perusal of the letters which passed between the parties, I shall accordingly quote all those which are material to the case, in their proper order.
On the 6th of September fs7 Alexander Michie, by his Attorney, 0. J. King; David Bean, and J..G. Linstead, by their Attorney John Ashton, acting as Trustees of the estate of Lindsay & Ca., wrote the following letter to Mesera, Smith Archer & Ca.
"Referring to several conversations between your Mr. Blydenburgh and Mr. Asi ton, on the subject of the renewal of lease of thefQuong Loony Property, we now place before you the terms which we believe have been mutually agreed upon, "You to.continue in possession of the premises as tenants, from the lst day of January 1872, to the ist day of December of the sauce year, upon the same terms, and cow tious, as contained in the lease now existing, which bears date the 29th day of June 1869."
2.—"You are'to have the option of pul chasing the whole premises, land, &e., for thie eum of Sixty Thousand nich option 6 be limited to the 30th June 1872."
'8.—M That prior to Jain make uch necessary repairs as may We ro-quired to make the root water tight, or to place the premises in an habitable condition, but no alterations or additions of any kind are to be executed.'
On the same day Messrs. Smith Archer Ca. answered this letter in the following terms.
"Acknowledging receipt of your favor of th instant, we now bey to confirm th rangement detailed therein with regard to renewal of our lease of Quong Loong Property.
On the 29th of June 1872, Messrs, Smith Archer & Ca. wrote again as follows "Referring to the memorandum of agreement between you and ourselves, relating to the Quong Loong Property, and dated the 6th of Sept. 1871, we beg to give you notice that we elect to purchase the property in question for Taels Sixty Thousand (Tls. 60,000) under the option secured to us by Article 2 of said agreement."
On the same day the Trustees named above wrote to Messrs. Suith Archer & Ca. as follows "We have to acknoisledge receipt of your letter of this date, wherein you inform us that you elect to purchase the Quong Loong Protocancel the sale to the detriment of the perty, at present in your occupation, for the estate." sam of (Lis. 60,000) Sixty Thousand Taels On the 16th of October 1873, Messrs, Smith under the terms of our leter of 6th September Archer and Ca, wrote to the Trustees as follows "We much regret to say that it is not in With reference to our letter of 8th Sep-our power to consider the transaction as tember last, notifying you that, if clear and finally closed without reference to the parties satisfactory title to the promises we now interested in England, for it has been brought occupy were not furnished us by the 15th to our notice by them that our offer made to October, we should reserve our right to with-yo, was based upon telegraphic information draw from our agreement, we beg now to atween Mr. Taylor and Mr. Blydenburgh, inform you that we consider the agreement which was in itself incomplete, and which aten end, and that we shall bold you respon-was materially altered by written communisible for' all loss or damage we way sustain cations subsequently." by reason of your failure to fulfil said agree-To this Messrs. Smith Archer & Ca. resment." ponded on the Ist July 1872, as follows At our present rate of rental we are will-"In reply to your letter of the 29th ultimo, ing to continue to occupy. the premises up to relative to the Quong Loong Property now Bist December of this year, and we inay be cupied by us, we beg to inform you that, in our inclined to negotiate with you for a further opinion, our letter of that date completes the ease of the property alter that date; but contract for the purchase of the property, and should this not be agreeable to you, we beg we must decline to re-open the subject.' that you will inform us without delay when On the 19th of December 1872, the Trustees you Wish us to vacate the premises, in order named wrote to Messrs, Smith Archer & Ca, Unat we may seek other promis as follows On the 17th October 1873, the Trustees res-"In order to obtain the title deeds of the ponded as follows Quong Loong Property from England, we "We are in receipt of your letter of the Rave had to make arrangements with the 16th inst., informing us that, as you have not Hongkong and Shanghai Bank, and the Man-received title deeds for the property in your ager has asked us to obtain from you a letter occupation, and which you have purchased of promising to pay them Sixty Thoisand Taels you consider that the agreement is at an (Tle. 60,000), the amount of your purchase we can only refer you to our letter of the 10th September, and Fepeat what we then You please forward the letter to Mr.
receipt ofthe necessary title deed. said, that we do not recognize your right to throw up the purchase, for the reasons we On the 8th January 1873, they wrote as then gave, follows "Under these circumstances, we are unable "With reference to the transfer of that porto enter into the subject of the last paragraph tion of the property known as the Quong of your letter.
Loong, which has been purchased by you, we have every reason to expect to receive beg to inform you that we have made the ne-the title deeds for the laud in question by the cessary arrangements with the Hongkong and next or following m Shanghai Bank to take up the mortgage in On the Sth January 1874, Mr. Ashton wrote England, and on receipt of the title deeds, to Mesars, Smith Archer & Ca. as follows which may be expected here about April next, "The title deeds for the Quong Loong pr we shal] be prepared to complete the transfer, perty are now in Shanghai, and the Trustees of Lindsay & Co.'s estate will be in a position "Tt is further understood that until such to give you the tile to that portion of the time as we are enabled to complete the trans-property purchased by you in about a week, for of your purchase, you are to occupy the "There is no hurry about the transfer, but premises as tenants at the same yearly rental the Trustees will be glad to know when it will as you have previously paid, pro-rata for the you to complete it," time occupied.
On the 10th Januyry 1874, Messrs, Smith On the 7th of August 1873, Mr. Ashton Archer & Ca., in liquidate wrote to Mr. Blydenburgh, of the house of thie Smith Archer & Ca., as follow: "In reply to your note of Bth inst., we beg "You will be glad to hear that the Hong-to say that we are prepared to accept the title kong and Shanghai Bank have received a tele-to the property should the papers by found ram from London, dated the Slst July, as fol-fows—' Adamson—mortgage now settled entirely Sri order and the ttle eatisfaatory, We shall be glad to have the matter finally, £25,000." We may expect the papers about settled within the next fortnight if possible." the end of next month."
On the 26th January, Messrs, Smith On the 8th September 1873, Messrs. Smith Archer & Ca. in liquidation, wrote to the Archer and Ca, wrote to the "Trustees as fol-'Trustees as follows "With reference to the title deeds to the "In view of the long and unreasonable delay on your part in fulfilling the agreement property ocoupied by us, we have not heard made between us many months ago, which from you since your note of 5th inst., inform delay has occasioned us much annoyance and ing us that the papers had reached Shanghai, jnconvenienge, besides expense and loss, we "will you kindly produce immediately to us or our legal adviser, Mr. Eames, the evi-now beg to notify you that, unless clear and dence of your title and your authority to satisfactory title to the premises we occupy shall be furnished us by the 15th October transfer the property WWo are desirous of closing the matter at next, we shall reserve our right to withdraw irely from our agreement. Should you be once, ifthe ttle proves to be perfect, aa the writer is preparing to leave for home very willing, however, to release us at once from soon." said agrees e shall be, quite satisfied to have yon do s0, and we would be glad to have On the 27th of January the Trustees res-you inform us without delay whether you can ponded as follows release us oF not."
"We are in receipt of your letter of the On the 10th of September 1873, the Trustees tating that you had not heard from us responded to this letter as follows "We are in receipt of your letter of the singe the Sth inst as to the title. deeds of the property occupied by you, and requesting us 18th inst., and while regretting that you proce immediately to you, or your legal should have experienced any inconvenience adviser, Mr. Eawes, the evidence of our title, on account of our not yet being able to deliver and our authority to transfer. to you the title deeds for the property par-"We think there must be some error in chased by you, we cannot recognize your right this matter when you imply there is remis: on that plea to withdraw from the bargain. ness on our part in delaying the transfer of On reference to the correspondence which the property in question. As long back asa betireen us some months ago, you will fortnight ago, we handed to Mr. Rennie all find that there was yo stipulation to deliver the papers he asked for, which after cuneultover the property at any particular date, but ing with Mr. Eames he returned to us. We on the other hand, anticipating as we did some have heard nothing officially from either of delay, there was' a provision expressly made those gentlemen on the subject, and are for any that might occur." -waiting to do 20.
""In reply to your request in the last para-"We can assure you, wish the matter graph of your letter, we must say that we are concluded as early as possible, as we are in of prepared to release you from your agreeent, tr acting as we are in our tions, the meantime paying " heavy interest to the Bank on the amount of your; money.
en had we the will, we have not the power Gri the Sed of February 1944, Mesare. Sith
Text read from the printed page and cleaned; old type leaves the occasional error.