'File 14/115 VII Annex (B 9) Abu Musa oxide: collected background material on the case' [‎74r] (158/1904)

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The arrangements made at that time tor working together, hoy/ever, had reference only
to the collection^of mother-of-pearl. (Annex 2 of the first German Memorandum.)
Now, according to Article 1 of the Memorandum of Association, Hassan Samaih is
to be the foremost, the leader, in the necessary negotiations with the foreign^
merchants for the exploitation ot the mines; he will sign ee Hassan-ibn-Ali and
Company, and will explain to the partners how the negotiations and sales undertaken
by him in connection with the different mines stand. ***** ' * "
Hassan Samaih, then, carries on the negotiations ; he alone has authority to sign for
thg firm, and consequently to conclude for it.f
Externally, too, the circumstance that the firm is called after him only, and. that
the remaining partners are collectively represented by " and Company/' goes to show
the prominent position which he occupied in the company.
Hassan Samaih is simply to keep the partners informed of what is going on, letting
them know of the negotiations and of the sales concluded. It would be impossible to
express more clearly than is here done that Hassan Samaih is the sole manager of the
company, and that he is the person who is particularly authorised to conclude the
sales with foreign merchants without being bound to secure the co-operation of the remaining
partners.
That this is the meaning of article 1 is, moreover, shown with particular clearness
by the circumstance that, in the articles which follow, those cases are expressly mentioned
in which the concurrence of the other partners is on each occasion necessary. The principle
observed is quite clear: in the case of transactions which are intended to bring in
revenue to the company, and which often necessitate a rapid decision, as, for instance,
the conclusion of sales^ the manager acts quite' independently ; but where it is a case of
spending money for the company and throwing a burden on the individual partners,
their concurrence must first be obtained.
Hassan Samaih, as a matter of fact, always availed himself of his powers as manager
from the time that the company was founded, and this is shown by a number of the
letters in the annexes inter alia. He concluded sales independently, amongst others,
previously with the firm of Wdnckhaus and Co., he kept the company s books, and signed
with the signature of the firm. The post delivered to him all letters addressed to the
firm. The other partners raised no objections to these proceedings, and even if the
above-mentioned Memorandum of Association did not exist, one would be justified in
concluding that the partners concurred in his acting as manager from the fact that he
occupied the position for many years without opposition. But there are farther proofs
that Hassan Samaih was always recognised as manager.
When on one occasion difficulties arose in connection with a sale of oxide, and
Hassan Samaih asked Malcolm for advice, the latter answered^ on the 2nd February,
1901 (12 Shaval, 1318)4 that he, Malcolm, could not do anything, although he was a
partner, because an individual partner had not a right to act. That the firm of
Strick and Co., too, had partners, but an individuar partner of that firm could not
engage in law T -suits for the firm, but only a person authorised to do so ; and that
Hassan Samaih must bring the action himself. It could not be stated more distinctly
that Hassan Samaih is the manager of th( compa
^""AIfSi r We cancel^Son of the lease agreement by Sakar, Hassan Samaih asked
Malcolm for his advice as to what he should do. Malcolm answered, in a letter dated
the 7th November, 1907,§ that, as Hassan was a* British subject, he had better apply
to the British consulate-general. That is to say, a partner, who is not authorised to
represent the firm himself, advises the managing partner to take steps on behalf of
the firm.
In a letter dated the 13th July, 1902 (7 Rebi II, 1320),[j Malcolm makes an offer ?
addressed to Alhadj Hassan-ibn-Samaih and Co., on behalf of Strick and Co. Hassan
Samaih is to telegraph his reply and to guarantee the quality of the oxide. Nothing
is said of the other partners ; their concurrence, which, indeed, could not have been
obtained in time, is not asked for. Here, again, Hassan Samaih appears as the
* In the Arabic text the word " eledjnebiye' — u foreign "-—is used.
f In the British Memorandutn Hassan Samaih is blamed for describing himself in the agreement with
Mr. Wonckhaus as u owner and holder of Bu Musa Concession." These words appear only in the heading of
the agreement and are inaccurate for the reason that Hassan left out the words " and Co," But the
signature to the agreement, which alone has legal force, and which was affixed in the form prescribed in the
Memorandum of Association, clearly shows that Hassan Samaih signed, not for himself personally, but for
the company.
\ Annex 41.
§ Annex 42. #
|| Annex 48.