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Colonial Cases

Bourse and Banking Co. Ltd., 1907

[company law, jurisdiction]


Bourse and Banking Co. Ltd.

Supreme Consular Court, Egypt

Cator J, 1907

Source: The Egyptian Gazette, 25 June 1907; 3  




The Bourse was better today owing to the rally in London. 

The Committee of the Alexandria Stock and Shareholders Association will probably issue a circular to the effect that all dealing in the Bourse & Banking Company ordinary shares, will be compensated at par.  It is presumed that clients will have to submit to this, as according to the contract notes, it is stipulated that clients must conform to all the decisions of the Committee: 

 "Le present contract est soumis a toutes les clauses et conditions enoncee dans les statut et reglemnts de l'Association des Courtiers en valeur, institutee le 1er Aout 1902. Status et Reglements dont les contractants declarant avoit pleine et entire connaissance en s'engeant a s'y conformant."  

"This contract is subject to all the clauses and conditions set out in the statutes and regulations of the Association of Brokers in value, instituted on August 1, 1902. Status and Regulations of which the contracting parties declaring had full and entire knowledge by committing to conforming to it. "] 

  No decision has been arrived at as to what is to be done in the case of the founders shares, which will probably be issued in November. 

  Supporters of the policy of the Committee state that there is a precedent for this extraordinary decision inasmuch as the Paris Bourse some years ago decided to compensate the dealings in the shares of the Union Generale at one thousand francs when the market value was only a hundred francs and clients and brokers had to submit to this. 

 The highest price touched by the shares of the Bourse and Banking Company was 2 3/16 to 2 ¼.  The founders touched £32-32. 

It is considered that the above system of compensation is the only way out of the difficulties as otherwise, if a failure occurs, there will be very little hope of the creditors receiving anything at all. 

 This step requires serious consideration and we will discuss it in an approaching issue. 

   [Discussion of the matter of the Cassa di Sconto.] [Also a general review, local and international, from a Cairo correspondent.] 


The Egyptian Gazette, 26 June 1907; 3 


In a recent issue we discussed the position of the Bourse and Banking Company whose affairs were then the subject of much comment in this city, and we felt ourselves compelled to make some animadversions on the manner in which their business had been conducted and we also considered the liabilities of the directors, although we in no way impugned their good faith.  At the same time we gave publicity to what we considered a bizarre scheme for the settlement of their liabilities as principals or agents in their own sharers in the Bourse. 

A memorandum of an agreement has, we understand, been circulated among the brokers of the Bourse with the object of obtaining their sanction to a settlement on the basis we then foreshadowed. We have no wish to question the action of the promoters of this arrangement, which has been promulgated with an honest endeavour for the solution of a great difficulty in a period of exceptional emergency, a well as by a feeling of solidarity for fellow members, and we hope that where the proposal is reciprocally acceptable the scheme may be successful. 

At the same time, in view of the expression of opinion we have heard in some quarters, we feel constrained to express ourselves that the arrangement cannot be compulsorily enforced against any dissentient. It seems to us just that contracts for shares sold subject to the rules and regulations of the Bourse, 1 August 1892, are binding between brokers and clients. Those shareholders, therefore, who took advantage of the market and disposed of their holdings cannot now have their contracts annulled or vitiated. They can insist on full payment in exchange for their shares, which they are entitled to receive from the company on the production of proper receipts. 


The Egyptian Gazette, 29 June 1907; 3 



A number of shareholders of the Bourse and Banking Company Limited have decided to wait before coming to any decision as to accepting the suggestions of the Board of Directors of this Company until a clear expose has been made of the exact situation of the concern. The position is now being ascertained by accountants, and when the accounts are presented before an extraordinary general meeting of the shareholders, which, it is presumed, will be convened, then some decision can be arrived at. 

The Egyptian Gazette, 1 July 1907; 3 



A correspondent writes: 

After we have had the report of the accountants to the exact position of the affairs of the Bourse and Banking Company Limited, a Committee of the shareholders should be appointed to confer with the members of the Board of Directors  with a view to arriving at some feasible scheme. The present proposals are entirely ultra vires and as it is an English company registered under the Companies Act of 1900, it will be necessary to apply to the High Court to sanction the scheme. The shareholders who have bought or sold their shares have a right of action against their brokers, if the latter agree to the present proposal. 


The Egyptian Gazette, 4 July 1907; 3 



What is the exact position of a Director of an English Company, who is not a British subject,  but who has erred against the statutory provisions of English Company Law? This is a question that has recently been asked by many shareholders in English Companies in Egypt, and it is one that is considerably easier to ask than to answer. 

  For example, according to English law, a Board of Directors who have authorised the payment of a dividend out of Capital, are personally liable to refund such money to the Company out of their own pockets, and can be compelled by action in the Courts to do so. But suppose this Board is composed of two Englishmen and three members who do not ordinarily fall under the British jurisdiction? The Englishmen can undoubtedly be attacked in the English (that I the Consular) Court and will be dealt with there according to English law. But what of their three confreres who have been equally guilty? Can they too be summoned and compelled to pay by the British Consul? With the Capitulations still in force such proceedings might give rise to International complications, and were the proceedings, as they quite easily might be, of a criminal nature, under the present regime no British Court would have the right to sit in judgment on any save a British subject. The plaintiff or the prosecutor, as the case might be, would of course be of British nationality because it would be the company suing in its corporate capacity: and according to the ordinary observances civil suits between people of mixed nationality come before the Mixed Tribunals. 

   What law then would the Mixed Tribunals apply to the contravention of English Statute law? 

  In the Code, by which proceedings in the Mixed Tribunals are or should be regulated, naturally none of the complicated ruls of the English Cmpany Laws find a place but in Article 11 of the Civil Code comes the following passage: 

Where the law is silent, insufficient or obscure the judge shall follow the principles of natural right and the rule of equity. 

Now it might easily be contended by the layman at least at first sight that the English Company Law does not appear to be a law of natural right or a rule of equity, that is as understood in the French meaning of the word.

But on the other hand it might well be argued that the Directors have signed the prospectus in accordance with English law, and have done other act shewing their willingness to comply with English regulations, and in so doing have held themselves out to have some broader knowledge of the broader principles. In short, should the British Consul refuse to legislate in a case of the sort supposed, and should the matter be brought before the Mixed Tribunals, the only reasonable legislation for the Tribunals to adopt appears to be that which the Directors virtually chose for themselves by forming their Company under the "aegs" of English law. 

It seems in no way "a natural right or a rule of equity" that a man should obtain all the benefits of such law and at the same time by a local technicality be enabled to rid himself of all his obligations therein. 


The Egyptian Gazette, 5 July 907; 3 



The excellent resume of the liability pf Directors under the Companies (English) Act of 1900 which appeared in your issue of yesterday and its applicability to non-British Directors domiciled abroad, will be appreciated by those who have followed the efforts of your journal to throw some light on this obscure subject. 

 The main points at issue appear to be whether the British Consular Court in Egypt is possessed of the power to try cases against non-British Directors, or whether that jurisdiction lies with the mixed Tribunals and whether a criminal action can be maintained in either court. 

  As regards the last point, it may be seriously doubted if the British Consul in England would in any case would assume the responsibility of trying even British subjects in criminal cases arising under the Companies Act of 1900.  When one remembers the difficulties that had to be surmounted in England before the Attorney General could be induced to take action against Whittaker Wright and the numerous failures which have resulted from actions in England against Directors since the date in which the last Act came into force. One can hardly anticipate any keenness on the part of the British Consulate in Egypt to assume a liability which it may very reasonably be pleaded lies with the High Courts of Justice in England. 

  It would appear however that civil actions for damages against the Directors will have an equally good hearing in either the British Consular Courts or in the Mixed Tribunals. 

   The law under which the Companies which we are discussing are formed enacts that each Director must inter alia either himself or through his agent have signed and filed with the Registrar of Companies his consent n writing, to act as a Director. The Director is therefore bound by the Articles of Association which is registered with the Memorandum and it is difficult to understand how he can in any Court of Law plead any exemption from his contract.  One may feel safe therefore,  in leaving the decision with the Mixed Tribunals. 

  Several Companies registered in England have recently on the insistence of shareholders in Egypt transferred the direction to the contrary; and it may reasonably supposed that before consenting to such transfer the English Directors have taken Counsel's opinion on the subject, and have safeguarded the interests of their shareholders in every way. 

   Therefore in the words of your contributor we may confidently anticipate that the non-British Director in Egypt "will not be able to avail himself of the benefit of British law and at the same time, by a local technicality, be enabled to rid himself of his obligations thereunder. 

The Egyptian Gazette, 15 July 1907; 3 



An extraordinary meeting of the Alexandria Stock and Shareholders Association was held in the Reading Room of the Alexandria Bourse this morning. The proceedings began at 11.40 o'clock and lasted three quarters of an hour.  A large number of the members of the Association were present as the affairs of the Company have attracted a great deal of attention. The committee was formed as follows:  Messrs Clement Suares, Chairman, Alfred Nahman, E. Mercinier, who represented the firm of Arditi, Dinitri Caralli, Alfred Salinas, F.B. Rossano and Victor Levi, members.  

 Mr. Clement Suares opened the meeting and stated that he had received a petition signed by the majority of the members of the Association, dated 22nd June last,  wherein it was stated that owing to the peculiar condition of the Egyptian market in the present crisis it was necessary to safeguard the collective interests.  Accordingly on that date the Committee of the Alexandria decided to suspend operations in dealing with the shares of the company in question.  The petitioners were in favour of regulating the dealings in the following way. All transactions at £1 and over were to be considered valid without delivery of the shares. The chairman then asked if anyone present wished to make any remarks.  Mr. Rodocanachi said that he was willing to abide by the conditions laid down in the petition, he was ready to lose what he had lost, but he could not allow others to benefit thereby. He suggested that the profits realised should be lumped together. Mr. Nahmann said it was impossible to exactly ascertain the individual position of each person. He remarked that very few persons would profit by the arrangement.  The Chairman then asked Mr. Rodomanachi not to persist in bringing forward a motion and in consequence of further explanations from Mr. Nahman, Mr. Rodomanachi gave way. Mr. Rossano next suggested that the delivery of the shares should not take place until six months hence.  He said that if the public interested were not in agreement, and if the shares were delivered now, their clients could insist on settlement by presenting their shares. We brokers are, he said, doing a favour to the Company by our policy and the Company ought to show its gratitude to us by withholding the shares for six months. Mr. Nahman said that if legal proceedings were resorted to by the persons interested they would meet with many obstacles and all dealings had to conform to the rules of the Bourse. 

 Mr. Mirissi supported Mr. Rossano and said supposing that their clients came to them with the shares in their hands after the time proposed, what could they do?  The question of the founders shares must be settled now. Mr. Nahman said that Arditi had given up nearly 3,000 founders shares and that these shares would probably afterwards come into the possession of the Association., It would, he said, be interesting to ascertain who were the real losers. Mr. Mirissi said that naturally everybody was trying to do their best for their own interests. Maitre Mercinier after some discussion said that the question was of settling the differences and the original subscribers would keep their shares. A person said that the original subscribers in some cases could not keep their shares, as in some cases the bank would insist om delivery of the shares due to them. Maitre Mercinier answered that the scheme would apply to all banks as well.  If the proposal were adopted it would be beneficial. Brokers could not be made bankrupt as they were protected by the decision of the association, and that the project must be adopted in view of the crisis now exist8ing. If the parties interested went to law with their brokers, the latter could not be declared insolvent.  It was a question for the law to decide, and either party could gain the day in the law courts. 

  The dealings in this Company's shares were abnormal. As transactions in the shares had taken place before the shares arrived, the settlement could be postponed indefinitely by the directors of the Company. The Company had made a proposal, if the parties interested did not care to accept it, they could go to law. But, he said, an arrangement, even a bad one, was better than a long lawsuit. The scheme proposed was honest, loyal and salutary and he advised the brokers to tell their clients that they did not refuse to settle, but only wanted to follow the regulations.  After further observation by Mr. Gessarian, Mr. Rahman. &c., the Chairman proposed that the dissentients should raise their hands.  Some isolated individuals did so and at the same time energetically protested against the scheme but the majority being in favour of it, the Chairman declared the project carried. 

  All the interest in the Bourse this morning was concentrated on the meeting and transactions were very few. 


The Egyptian Gazette, 17 July 1907; 3 


Some local Banks who have sold shares of this Company for clients intend to protest against yesterday's decision. 

 We have received the following:  Monsieur le Directeur de "l'Egyptian Gazette." 

Vous ave publie dans votre numero d'hier le compte-rendu de l'assemblee des courtiers en valeur d'Alexandrie, concernant le reglement des affaires traitees en Bourse and Banking (Arditi). 

Si j'ai bien compris l'arranegement vote par nos agents de change, le client qui a vendre a £1 et 3/16 et qui a verse integralement le prix nominal de £1 recevra le difference entre £1 et son prix de vente, c'est a dire (?) de £.  En d'autre termes le capitaliste qui a verse £1 et qui a gagne (?) par sa vente perdra 15/16 de £. Celui, au contraire, qui a a achete a £1  ou au dessus et qui n'a pas vendu, quoique  perdant par son operation la difference entre son prix d'achet et zero (valeur actueelle de l'Arditi)se trouve rien perder d'appres l'arrangement vote, puisque en autre cas la societe ne delivra les titres.  Qui ne voit'illogisme d'un tel arrangement, aux termes duquel celui qui a gagne [ar son operation est depouille meme de ce qu'il a verse et celui qui a perdu, erst dispense de toutes versement?  On se demandera comment une assemblee d'agents de change a pu decider une chose ainsi absurde?  C'est bien simple. Le bon publique, la vache a lait, d'ailleurs assez sense. A vendu aved benefice. 

C'est lui qui dont etre depouille. [D'xxxxx], surpis par la crise, sont restes acheteurs definitifs  de la plupart des actions et parts de fondateurs.  Pour se sauver de cette impasse, le courtiers et la societe ont tout simplement on vote un petit arrangement que M. Mercinier a qualifie de loyal, honnete, et salutaire. 

Reste a savoir si le bon publique se laissera  burgee sand rien  dire. 

Un actionaire. 

Alexandrie, 15 Juillet 


TRANSLATION by Peter Bullock. 

You have published in your number yesterday the report of the assembly of the brokers of value of Alexandria, concerning the settlement of the businesses dealt in Stock exchange and Banking (Arditi). 

If I understood correctly the arrangement voted by our stockbrokers, the customer who sells at £ 1 and 3/16 and who paid the nominal price of £ 1 in full will receive the difference between £ 1 and his sale price , that is to say (?) of £. In other words the capitalist who paid £ 1 and who won (?) by his sale will lose 15/16 of £. The one, on the contrary, who bought at £ 1 or above and who did not sell, although losing by his operation the difference between its purchase price and zero (current value of Arditi) is to lose nothing d after the voting arrangement, since in other cases the company will not issue the securities. Who does not see the illogicality of such an arrangement, according to which the one who has gained in his operation is stripped even of what he has paid and the one who has lost, is exempt from all payments? One will wonder how an assembly of stockbrokers could decide such an absurd thing? It's very simple. The good public, the milk cow, by the way quite sane. Sold with profit. 

He's the one to be robbed. [Dxxxxx], surprised by the crisis, remained final buyers of most of the founders' shares and shares. To save themselves from this impasse, the brokers and the company simply voted for a small arrangement that Mr. Mercinier described as loyal, honest, and beneficial. 

It remains to be seen whether the good public will be buried without saying anything. 

A shareholder. 

Alexandria, July 15 


The Egyptian Gazette, 21 August 1907; 3



"La Reforme" of yesterday publishes a Notice of an extraordinary meeting of the above named company o be held 29th inst at 1 o'clock in the afternoon, for the purpose of considering and if thought proper in passing an extraordinary resolution having for its object the voluntary winding up of the company.

In reference to the above Notice we would seriously question whether the publication of this Notice in a single journal in this city is in compliance with the Act, which requires that seven clear days' notice of a meeting shall be given to shareholders and we hope that in view of the extraordinary career of this company the shareholders will reject the proposal for voluntary liquidation and insist on a compulsory liquidation under order of the Court.

[Quotes book on Joint stock Companies.]


The Egyptian Gazette, 30 August 1907; 3


The extraordinary meeting of the shareholders of the Bourse and Banking Co. Ltd. convened yesterday at the offices of the Company in 26 Rue Cherif Pasha for the purpose considering and if thought fit of passing the Directors' resolution to wind up the Company voluntarily, proved abortive in consequence of the insufficiency to form a quorum and the meeting stands adjourned for a week. About 50 proprietors were present and two of the Directors, not entirely in agreement with their colleagues, holding in their own right and by proxies a large amount, absented themselves from the meeting, which in consequence stands adjourned. Much comment was made at the array of legal talent represented at the meeting.


The Egyptian Gazette, 13 September 1907; 3 



The second adjourned meeting of the Bourse and Banking Co. of Egypt Ltd. was held at the offices pf the Company, Rue Cherif Pasha, yesterday afternoon at 4 o'clock, and although protracted until nearly 8 o'clock, the proceedings under the imperturbable Mr. Maroni were conducted without any excessive display of warmth or display of temper. 

At the previous meeting Maitre Mercinier represented Messrs Arditi who were again absent, thus ignoring the resolution of the shareholders of which they had received notice inviting their attendance for the purpose of explaining the manner in which the affairs of the Company have been conducted. Maitre Mercinier defended their absence on the ground that Mr. J. Arditi was entitled in refusing to attend in the apologetic position to which his colleagues appeared to wish to relegate him. This contention did not recommend itself to the meeting; and the absence of Messrs. Arditi and Mr. Gre was censured. The chairman endeavoured to limit the discussion to the motion of the directors for voluntary liquidation; but Messrs. Mercinier, J. Aghion, Lapommeraye and others insisted on examining the accounts submitted by the auditors, which will be published on page 4 in tomorrow's issue, and questioning the transactions of Messrs. Arditi and Mr. R. Ghilio. Several shareholders addressed the meeting: and at times the discussion was carried on simultaneously by so many, that the presidential bell had to be used to restore order. 

During a somewhat heated discussion of the position of the company at the date of the adjustment of the auditors' account; Mr. Maroni being hard pressed by Mre. Mercinier adroitly shielded himself behind the auditors' certificate which drew from Mre. Mercinier a contemptuous shrug of the shoulders, the learned advocate having apparently as little respect for the obscurity of British book-keeping as the Directors have shewn for English Company Law; he, however, handsomely acknowledged that his remarks were in no way personal to the auditors of the Company. 

Attention was drawn by a shareholder to the fact that the creditors had entered actions against the company and that probably any decision for voluntary liquidation might be quashed by the decision of the Court. It was therefore probably to avoid this contingency that Mre Mercinier made provision for their representation on the committee of inspection which was proposed. 

His amendment to the motion the directors was submitted and carried by a large majority, to the effect that a committee of inspection be appointed consisting pf Messrs. Alfred Nahman, Pappa and J. Aghion, with power to add two further members to be nominated by the creditors of the company and to lay their report before a meeting of the shareholders to be convened for the 24th. 

Mr. Vattenbella withdrew his motion of censure on the Directors and the meeting terminated. 

Over 100 members attended including 14 members of the Bar: 47,000shares were represented including 23,000 of Messrs. Arditi. 

At the conclusion of the meeting all the directors present tendered their resignations. 


The Egyptian Gazette, 25 September 1907; 3 



At a meeting held yesterday afternoon of the shareholders of the Bourse and Banking Co. of Egypt Ltd, the report of the Committee of Inspection appointed by the shareholders was read. It stated that the examination of the books of the company had disclosed assets yielding 44% for the benefit of the creditors which amount might be, perhaps, by increase in the value of the securities to be realised, be augmented to 50%. Mr. Aghion insisted on reading separately his individual report, to which his colleagues after some discussion consented. This report attributed to speculation in the ordinary and deferred shares of the company on behalf of weak and reckless clients the major part of the loss sustained. The loss incurred by the transactions of Mr. R. Gillio amounted to £75,000 out of a capital of £125,000. 

The sense of the meeting was taken by the President, Mr. Nahman, as to whether the liquidation should be voluntary or compulsory, and, supported by the 25,000 votes of Messrs. Arditi, the resolution in favour of voluntary liquidation was carried. Mr. Nahman was nominated liquidator with power to associate with himself two other liquidators to be nominated by the creditors. Out of 17 creditors 7 accepted the voluntary proposition, the remainder reserving to themselves liberty of action. Two banks have provisionally withdrawn the actions against the company. The sum of £E 8 was voted the inspection committee for expenses connected with the investigations. 

The total debts of the company were returned as $115,000, with securities valued at £77,000, leaving a balance due to unsecured creditors of £38,000. 

It is perhaps, needless to point out to our readers that this resolution accepting a voluntary liquidation is practically worthless, if opposed, as we are informed it most certainly will be, by both shareholders and creditors.


The Egyptian Gazette, 2 November 1907; 3


We learn from a reliable source that an application has been made to the British Consul-General at Alexandria for the appointment of an official liquidator for the Bourse and Banking Co. of Egypt Limited.

We hear that notice has been served upon the voluntary liquidator to appear before the consul on the 12th inst., to show cause why the application for an official liquidator should not be granted.


The Egyptian Gazette, 8 November 1907; 3


We are informed that Mr. Robert Devonshire, barrister at law of Cairo, has been instructed by the Bourse & Banking Co. of Egypt Ltd. to appear at the British Consulate on the 12th instant to oppose the application of Mr. J. Gooding (Counsel for certain dissentient shareholders in the Company) for the removal of Mr. A. Nahuman as liquidator of the Company and for the appointment of an Official Liquidator.

This case is without precedent in Egypt, so far as we are aware, and is creating a great amount of interest. The investing public will watch with ever increasing interest the outcome of this application, which for obvious reasons we are unable now to offer any comment on.


The Egyptian Gazette, 12 November 1907; 3


At the request of Mr. Devonshire who has been retained on behalf of the above Company Mr. Gooding this morning made an application to the British Consul General for the postponement of the application for the appointment of an Official Liquidator of the Company. An adjournment was granted for the 19th inst. We understand that Mr. Devonshire intends to question the jurisdiction of the British Consular Court.


The Egyptian Gazette, 20 November 1907; 3



This morning two interesting cases were heard at the British Consular Court. Alexandria, in which the plaintiffs were British subjects, shareholders in the Bourse and Banking Company of Egypt Limited.

In the first case the plaintiff was represented by Mr. Reginald Silley, barrister at law, and the defendant company by Mr. Devonshire. The plaintiff had been allotted 200 shares in the Company which he sold at a premium of 3/16. Subsequently, on the announcement that the bearer warrants were ready, plaintiff applied through the Anglo-Egyptian Bank for delivery of same. He was requested by the Company to sign a form in accordance with the regulations of the Alexandria Bourse, or otherwise the Company would not make the delivery. The plaintiff filled up the form, expunging the words "according to the Alexandria Bourse requirements." Mr. Silley submitted that such a condition in the form was unfair and interfered with the rights of private contract and, therefore, the Company is improperly retaining the warrants, Mr. Devonshire contended that Art. 47 of the Company's statutes fully empowered the directors to determine the conditions upon which the bearer warrants should be issued and to settle the form of application for the same.

The Court held that the directors were not justified in attaching such conditions and gave judgment for the plaintiff for delivery of the warrants or £200 and costs. The plaintiff did not press for damages.

The second case was an application for the removal of the liquidator appointed at the meeting of the shareholders and the appointment of a liquidator nominated by the Court. Mr. Devonshire, who represented the Company, contended that the Court had (1) no jurisdiction in that the circumstances did not admit same under Section 107 of the Order unless, under Section 167, the Secretary of State for Foreign Affairs should make an order covering a case where the circumstances did not permit.

The Court held that the question at issue fell within jurisdiction as the plaintiff is a British subject and the defendant Company of the same nationality, whereby the Mixed Court could have no jurisdiction. Counsel fr the defence gave notice of appeal. This appeal will probably be heard at the forthcoming session of the Supreme Court.

This case is of importance as it affects all the many British companies registered under Companies Act having their scope in Egypt but whose board may comprise either wholly or pertly subjects of other Powers.


The Egyptian Gazette, 5 December 1907; 3


Yesterday at the British Consular Court, an application was made by the Bourse & Banking Co. Limited (Aruiti), for leave to appeal against the two judgments recently gIven against them. Leave was granted on condition that the appellants deposited the sharers in court and paid in £30 to meet the costs in one case and of £10 deposit in the second case.


The Egyptian Gazette, 12 December 1907; 3



Yesterday afternoon the second of the two appeal cases pf the Bourse and Banking Company of Egypt Limited was concluded. The question at issue was as to the jurisdiction of the British Consular Courts in Egypt over the affairs of Limited Liability Companies registered under the Companies Acts, but whose sphere of operations is in Egypt, and whose Board is composed, wholly or in part, of subjects of Foreign Powers. The Judge informed the counsel for the appellant that he would give his decision, reserving the jurisdiction of the British Consular Courts.

The Egyptian Gazette, 16 December 1907; 3



Judge Cator in the Supreme British Consular Court delivered judgment this morning on the two appeals of the Bourse and Banking Company Limited against the judgments of the Consular Court given on the 20th November last.  The Appeal Court dismissed both appeals and ordered the Bourse and Banking Company to pay the costs in the Court below and on the appeals.

These decisions of the Supreme Court to uphold the judgments of the Lower Court, given on the 20th ulto, are of great importance as all the limited liabilities, companies, registered under the Companies Acts, whose sphere of influence is in Egypt. are now declared to be amenable to the jurisdiction of the British Consular Courts, whether their boards are composed of subjects of foreign Powers or not. In one case an application was made by an English shareholder of the Bourse and Banking Company of Egypt Limited, represented by Mr. Gooding for the removal of the liquidator, appointed at the meeting of the shareholders and the appointment of a liquidator nominated by the Court. Mr. Devonshire, who represented the Company contended that the Court had (1) no jurisdiction under the Order in Council, (2) no jurisdiction in that the circumstances do not admit of same under Section 107 of the Order, unless under Section 167, the Secretary of State for Foreign Affairs should make an  Order covering the case where the circumstances do not permit.

The Court held that the question at issue fell within jurisdiction as the plaintiff is a British subject and the defendant company of the same nationality, whereby the Mixed Courts could have no jurisdiction.  Counsel for the defence appealed to the Supreme Court, which has now decided that the Court had jurisdiction.

In the second case, the plaintiff, an English shareholder in the same Company, represented by Mr. Reginald Silley, brought an action on the following grounds. The plaintiff had been allotted 200 shares in the Company which he sold at a premium of 3/16. Subsequently, on the announcement that the bearer warrants were ready, plaintiff applied through the Anglo-Egyptian Bank for the same. He was requested by the Company to sign a form in accordance with the regulations of the Alexandria Bourse, or otherwise the Company would not make the delivery. The plaintiff filled up the form, expunging the words "according to the Alexandria Bourse requirements." Mr. Silley submitted that such a condition was unfair and interfered with the rights of private contract and, therefore, the company is improperly retaining the warrants. Mr. Devonshire, for the company, contended that Art. 47 of the Company's statures fully empowered the directors to determine the conditions upon which the bearer warrants should be issued and to settle the form of application for the same.  The Lower Court held that the directors were not justified in attaching such condition and gave judgment for the plaintiff for the delivery of the warrants or £200 and costs.  The Bourse and Banking Company appealed against this decision, but, as already announced, the Supreme Court dismissed the appeal.

The full bearing of these decisions will be considered in another issue.


The Times, 3 January 1908




The fact that the volume of liquidation proceeding in Egypt since March last has failed to carry off the flood of congestion is no doubt partly responsible for the report that the Foreign Office had called upon Sir Eldon Gorst to investigate the situation of companies in Egypt founded under English legislation.  The rumour, as thus stated, appears to be due to the disorders of the financial body.  Recent litigation, referring to alien boards of directors administering companies registered under the English Acts, turned largely on the Order in Council conferring judicial powers on the Supreme Court of the Levant.  Judge Cator has delivered a considered judgment in the appeal of the Bourse and Banking Company against the finding of the British Consular Court.  The issue of the judgment is to declare alien boards of English registered companies subject to the jurisdiction of British Courts of law, without possibility of appeal to the jurisdiction of their own Powers in their official capacity as directors.  Having, as shareholders' representatives, chosen the British nationality, they must abide by the responsibilities, as they enjoy the privileges, of their choice.


The Egyptian Gazette, 29 January 1908; 3 



This morning the British Consular Court at Alexandria ordered the removal of Mr. Alfred Nahman from the post of liquidator to the Bourse & Banking Co. of Egypt Limited and the deposit of the books, documents, mortgages, &c., of the Company with the Registrar of the Court pending the appointment of a new liquidator under Section 141 of the Companies Act of  1862.  Mr. Reginald Silley appeared on behalf of the appellant, a British shareholder in the Company.  The liquidator was represented by Mr. Whitworth. 


Published by Centre for Comparative Law, History and Governance at Macquarie Law School