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Wednesday, 1 August 1906

Senator GUTHRIE (SOUTH AUSTRALIA) asked the Minister representing the Postmaster-General,' upon notice -

Referring to the mail contract now before Parliament -

1.   Does the signature of Mr. W. H. Croker, as agent for a company nut yet in existence, bind the proposed company?

2.   If not, is Mr.W. H. Croker personally liable for any breach of the contract which he has signed?

3.   Why is the contract signed " W. H. Croker, fro the contractors." ?

4.   Is the Minister aware whether any written authority has been produced authorizing signing of the written contract by the agent?

5.   If any action were taken against Sir James Laing and Sons Ltd., seeing it is a limited company, can they not successfully defend such action that being a limited company the company is not bound by the act of a so-called agent ?

6.   When a limited company contracts through an agent must there not be a resolution of the company or of the directors authorizing the signature of the contract before the company can be bound ; could the shareholders not successfully defend the action on the contract now alleged to be signedon the ground that there was no authority given by the company for the agent to sign such contract? 7.In the event of the contract being assigned - to the " permitted assigns " mentioned in the contract, how are they bound to the Commonwealth Government by the signature of the agent who did not pretend to act on their behalf?

8.   Is there therefore any possible way in which penalties could be enforced against such "permitted assigns"?

9.   Does not the contract on the face of it offer a mere excuse for trading off the contract with " permitted assigns " without any corresponding liability on them under the' contract? 10.Whywasnottheprovisioninsetedin the tenders that appeared in the contract, viz., that should any Commonwealth laws be passed causing additional expenses to the shipping company, the additional cost should be paid by way of compensation to the shipping company ?

11.   Was it not misleading to the other tenderers, and does it not permit an unlimited sum to be paid hereafter to the shipping company by the Commonwealth ?

12.   Why was not such a provision limited purely to " shipping " laws, and not to any general laws of the Commonwealth; can the shipping company claim in the future that any new law of the Commonwealth is a cause of increased exSense ? as the Commonwealth taken any advice as to Mr. Croker's financial position should any action be brought against him for breach of warranty of authority ?

14.   Is there any other remedy open to the Commonwealth should the mail company fail to carry out its contract?

Senator KEATING - The answers to the honorable senator's questions are as follow: -

1.   The company, as agent for which Mr. Croker has signed the contract, is in existence, and the contract binds the company.

2.   Mr. Crokerwould be personally liable if the company were not in existence.

3.   The contract is signed " Sir James Laing and Sons Limited; by their agent, W. H. Croker." The conditions are signed, " W. H. Croker, for the contractors," but this is immaterial.

4.   No written authority executed by the company has been produced by Mr. Croker, but he has given a warranty of his authority, and the Government has been advised by cable directly by Mr. Lloyd, Secretary to Sir James Laing and Sons Limited, that Mr. Croker is duly authorized to sign the contract on their behalf.

5.   If any action were taken against Sir James Laingand Sons Limited, they could not successfully defend it on the ground that they were not bound by the contract.

6.   Not necessarily. In the circumstances of this contract the Government is entitled by law to assume that all formalities have been complied with, and in the opinion of the Government the contract will be binding on the company.

7.   Any assignment must be authorized by the Postmaster-General before it can take effect, and the Government would require the permitted -assigns to personally undertake to carry out the contract.They would therefore be bound by their own act.

8.   Yes. See answer No. 7.

9.   No; on the contrary, the contract on the face of it does not permit assignment without the written consent of the Postmaster-General. See also answers 7 and 8.

10.   The provision intended to be referred to was one for which it was unnecessary for the Commonwealth to stipulate, but which having beeninserted in the agreement with the Orient Company was stipulated for by the contractors and agreed to by the Government. The provision referred to is more accurately statedin answer No. 12.

11.   No. The sum, if any, to be paid, is not unlimited ; it is to be fixed by mutual agreement, and is subject to the approval of Parliament.

12.   The. provision originally inserted was one limited to " legislation relating to shipping." That meant directly relating to shipping, and by mutual agreement the word "directly" has now "been inserted, so that the provision now expressly refers to "legislation directly relating to shipping." 13 and 14. The Government is satisfied with its position with respect to the contract as regards both the principals and Mr. Croker, and is of opinion that its remedies for any failure to carry out the contract would be ample.

Senator GUTHRIE - Arising out of the answers, Idesire to ask the Minister if he will lay upon the table of the Senate the authority given by Sir James Laing and Sons Limited to Mr. Croker to sign the agreement ?

Senator KEATING - I have not seen the communication, and I do not know whether it contains anything which is of a confidential character.

Senator Guthrie - There should be nothing confidential in a communication to the Government.

Senator KEATING - If it does not, I feel sure that there will be no objection to the document being laid upon the table of the Senate. I shall communicate with my honorable colleagues, with a view to having that done.

Senator GUTHRIE - Arising out of that answer, I desire to ask the Minister if we shall have an opportunity of getting a definite reply to my question before we are called upon to deal with the motion for the ratification of the mail contract?

Senator KEATING - I shall endeavour to afford it during the debate.

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