TMI Blog1931 (4) TMI 17X X X X Extracts X X X X X X X X Extracts X X X X ..... t of the extraction, manufacture and sale of salt and natron or native sodium carbonate. In 1887, an Egyptian limited company, The Societe Anonyme des Soudes Naturelles d' Egypte, which it will be convenient to call 'the Egyptian Soda Company,' was formed to operate a concession obtained by it from the Egyptian Government. This concession conferred on the Egyptian Soda Company the exclusive right to exploit the minerals and mineral products in the lands or lakes of a domain known as Wadi-Natron, which is situated to the west of the Nile in Lower Egypt, and in particular to manufacture and export soda. The concession expressly stipulated that the Egyptian Soda Company should on no account sell or export salt, this being a monopoly of the State. Thereafter, an English syndicate, known as the Egyptian Syndicate Limited, acquired the undertaking of the Egyptian Soda Company including its Wadi-Natron concession, and shortly afterwards, entered into an agreement with the Egyptian Government whereby the latter ratified the transfer to the Syndicate of the Egyptian Soda Company's Wadi-Natron concession and further conferred on the Syndicate the Government's monopoly right of manufacturin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oly. This reserved right the Government subsequently exercised and from January 1, 1906, the salt monopoly was entirely abolished, whereupon the reservation of the right of export in the agreement between the Syndicate and the appellant company ceased to operate as a restriction disabling the appellant company from engaging in the export of salt except in so far as it had any contractual effect. It is now necessary to set out at some length the material parts of the memorandum of association of the appellant company on the construction of which the determination of the question at issue depends. Head 3 declares "the objects for which the company is established" to be inter alia as follows: (A)To acquire and take over as a going concern and work the undertaking of La Societe Anonyme des Soudes Naturelles d' Egypte, a corporation constituted in Egypt under the local laws, and all or any of the assets of that company, and to enter into, with or without modification, the agreement mentioned in Article 3 of the articles of association of the company filed with this memorandum, and to do all acts in relation to the working in Egypt and its dependencies of saline and of natron depo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the export of salt is inferentially excluded from the contemplated or permitted objects of the company. This inference is drawn from a consideration of the language of the memorandum, the terms of the agreement referred to in clause (A) and the surrounding circumstances at the time when the memorandum was framed. The learned Judge says that "the memorandum is to be construed strictly. " If, by this he meant merely that the memorandum must be construed in accordance with the accepted principles applicable to the interpretation of all legal documents, no exception need be taken to his statement, but if he meant that a specially rigid canon of construction is to be applied to the memoranda of association of limited companies, their Lordships do not agree. A memorandum of association like any other document, must be read fairly and its import derived from a reasonable interpretation of the language which it employs. As regards the aid to interpretation to be derived from surrounding circumstances, the learned Judge has, in their Lordships' view, taken too wide a scope. It must be borne in mind that the purpose of the memorandum is to enable share holders, creditors and those wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and other products and this it may do in any part of the world. The business of dealing in salt in ordinary mercantile parlance plainly includes the sale of salt to purchasers abroad, without any express mention of exportation. As Lord Wrenbury said in Cotman v. Brougham [1918] AC 514 at p. 522; 87 LJ Ch 379; 119 LT 162; 65 SJ 534; 34 TLR 413, "Powers are not required to be and ought not to be specified in the memorandum. The Act intended that the company, if it be a trading company, should by its memorandum define the trade, not that it should specify the various acts which it should be within the power of the company to do in carrying on the trade." It was conceded that the company could under its memorandum legitimately acquire salt deposits outside Egypt and there engage in the exportation of salt, so that the export of salt is not outside the objects of the company. It is only, it was contended, the exporting of salt from Egypt which is not within the ambit of the company's objects, a quite special limitation to be derived, not from the terms of the memorandum, but from the agreement to which it refers. The respondents' argument was supported by references to passages in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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