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Issues Involved:
1. Permissibility of the appellant company to engage in the business of exporting salt from Egypt. 2. Interpretation of the appellant company's memorandum of association. 3. Impact of antecedent agreements and surrounding circumstances on the interpretation of the memorandum. Detailed Analysis: Issue 1: Permissibility of the Appellant Company to Engage in Exporting Salt from Egypt The core issue in this appeal is whether the appellant company, in light of its memorandum of association, is permitted to engage in the business of exporting salt from Egypt. The respondent company, a shareholder, had obtained an injunction from His Britannic Majesty's Supreme Court for Egypt, restraining the appellant from engaging in this business. The appeal challenges this injunction. Issue 2: Interpretation of the Appellant Company's Memorandum of Association The memorandum of association of the appellant company is pivotal in determining the scope of its business activities. The relevant clauses from the memorandum include: - Clause 3(A): Allows the company to acquire and work the undertaking of La Societe Anonyme des Soudes Naturelles d'Egypte, including the manufacturing and selling of salt and natron. - Clause 3(B): Permits the company to obtain concessions and rights from the Government of Egypt and other authorities. - Clause 3(D): Authorizes the company to carry on the business of miners, manufacturers, and dealers in salt and soda, among other products, and to engage in import and export activities. - Clause 3(E): Includes the working of salt or natron deposits globally. - Clause 3(J): Covers commercial operations related to the company's objects. - Clause 3(T): Allows making agreements related to the production and sale of salt and natron. - Clause 3(U): Provides for the execution of the above objects in conjunction with other entities globally. The memorandum does not explicitly prohibit the export of salt from Egypt. The lower court inferred such a prohibition based on the language of the memorandum, the terms of the agreement referred to in Clause 3(A), and the surrounding circumstances at the time of its drafting. However, the judgment emphasizes that the memorandum should be interpreted based on its language and not through a rigid or overly broad interpretation of surrounding circumstances. Issue 3: Impact of Antecedent Agreements and Surrounding Circumstances on the Interpretation of the Memorandum The antecedent agreement between the Syndicate and the appellant company, which reserved the right to export salt to the Syndicate, was significant. This agreement was subject to the Government's reserved right to terminate the salt monopoly, which it did in 1906. Consequently, the restriction on the appellant company from exporting salt ceased to operate, except for any contractual effect. The judgment clarifies that the purpose of the memorandum is to inform shareholders, creditors, and those dealing with the company about its permitted range of enterprise. These parties rely on the constituent documents and not on antecedent transactions or intentions of the promoters, which are not accessible to them. The judgment concludes that the memorandum of association should be read fairly, and its import derived from a reasonable interpretation of its language. The language of the agreement, which reserved the right to export salt to the Syndicate, assumed the existence of a monopoly right, which was terminable. Therefore, it is unlikely that the appellant company intended to disable itself from exporting salt even if the monopoly was abolished. The judgment further notes that the business of dealing in salt, in ordinary mercantile parlance, includes the sale of salt to purchasers abroad. The memorandum's broad language supports the company's engagement in the export of salt, and the omission of explicit mention of exporting salt from Egypt does not imply a prohibition. The lower court's interpretation, which inferred a prohibition based on the promoters' intention and the agreement's terms, was not accepted. The judgment emphasizes that the "obvious method" to exclude the export of salt from Egypt was not adopted in the memorandum, and the memorandum does not effectively carry out such an intention. Conclusion: The appeal is allowed, and the injunction granted by the lower court is dissolved. The appellant company is permitted to engage in the business of exporting salt from Egypt, as the memorandum of association does not explicitly prohibit such activity. The appellant company is awarded costs for the appeal and the proceedings below. Appeal allowed.
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