Judgment was given in this case this morning. It was an action by the plaintiff, his Excellency Chang Yen-mao, to have it dedo: that a certain memo-random of conditions relating to the transfer of mining property in China to acompauy called the Chinese Engineering and Company (Limited) was bind-upon the defendants, and, in the event of its not hi held to be so binding, for a declaration that the transfer of the property was obtained by fraud and ought to be set asi Mr. Lovett, K.v., Mr. Gill, K.C., Mr. Younger, K.0., and Mr, G. Lawrence appeared for the plaintiff; Mr. Hughes, K.C., Mr. Rufus Isaacs, K.O., and Mr. G. F. Hart for the del Moreing and Bewick, Morein, and Mr. Haldane, K.
Hamilton, K.C., and Mr. Vernon for the defendant company.
The hearing occupied the time of the Court for 13 days, and will be found reported in "The Times" of 19th, 20th, 25th, 26th and 28th January, Ist, 2nd, 4th, 8th, 9th, 11th and 13th Februai Mr. Justice Joyoo said—This is an action by his Excellency Chang and the Chinese Mining and Engineering Company of Tientsin, whom I will call the Chinese Company, asking for a declaration that certain document called the memorandum of 19th February,-1901, is binding on the defendants, and'an order for the carrying into effect of the provisions of such memorandum. Alternatively, snd in the event of such _memo-random being held not to be so binding, for either a declaration that a certain other document called the transfer of 19th February, 1901 was obtained by the fraudulent representations and fraud of the defendants or their agents and ought to be set aside, and an order that the same may be set aside accordingly, or a declaration that the defendants are not entitled to retain the benefits of the said transfer, except on the condition of making good to the plaintiffs the obligations imposed by and performing the provisions contained in, the ssid memorandum, and such order consequent on such declaration as may be necessary for giving effect thereto. Then there is a geveral claim for damages. The transfer is a document which was drafted in English by Mr.
White-Cooper, a solicitor in Shanghai, who was brought aver to Tientsin for the purpose. Itis in the form of an indent ture, expressed to be: made*between the Chinese Company, his Excellency Chang, as the director-general of all the mi ies in the Provinces of Chili and Jehol, and director-general of the Chinese Company, and Gustav Detring, a director of the same company, of the first part, Mr. Hoover, as agent of Moreing, of the second part, and the defendant company, of the third part. It contains recitals of, among other things, a certain agrooment of 30th July, 1900, which I shall have to refer to again hereafter, and purports to be a conveyance in pursuance of that agreement of the, mines and property of the Chinese Company to the defendant company: No consideration was expressed, but it contains an undertaking by the defendant company to assume the liabilities of the Chinese Company and indemnify such last-mentioned company therefrom. As to the nature, extent, and enormous value of the property comprised in this transfer I may refer, without reading it, to the speech of the chairman of the company at the extraordinary general meeting of that company held on 16th July, 1901 A Cainose translation of this document, th principal party to which was his Ex Jeney Chang, who cannot speak English and must be ignorant of our statute law in reference to joint stock companies and English law generally, was made; and both the Chinese version and the English version were executed by the parties thereto other than the defendant company, being sealed with the official seal of his E: lency as director-general of th the province, and so representing the Chinese Government, and with the official seal of the Chinese Company. The place of execution was Tientsin, in the empire of China, where all the property which the transfer purported to comprise was situated. I do not know whether this document of itself operated as a conveyance of immovable property in China secundum legem domicilii.
I have some reason to suspect that it did not; and I observe that the third clause, according to the English version, provides that "the Chinese Company and his Excellency snd Detring hereby agree with the de-fondant company to sign all other documents, and do all other acts that may respectively be required for completing the: transfer to the Chinese Company of all the properties hereby agreed to be transferred." I have not been informed, however, what is the law: of Ohina with reference to any of the matters in question in this action. None of the parties has offered any evidence or made any allegation on the subject, though I have from time to time suggested that it might be required to be considered and have rather invited argument upon it. The transfer was the outcome of protracted discussion and negotiations for the for-motion of the Chinese Company into what I may call an Anglo-Chinese Com-pavy to be formed in England, the principal objects in view being the better protection of the property of the company in the disturbed state of the country caused by the Boxer riots, and also the introduction of foreign capital for the development and more advantageous working-of the mines. The parties bo-ween whom such negotiations took place were the defendant Moreing ahd his firm on the one side and on the other his Excellency Chang and the Chinese Company by their director-general; his Excellency, who. was also - director-
Text read from the printed page and cleaned; old type leaves the occasional error.