SUPREME COURT.

Dominion, Volume 5, Issue 1299, 30 November 1911, Page 3

SUPREME COURT.

THE CALL BY ROSS dOLDFiELDS. I JUDGE'S OPINION. "-MOST i:XTKAUR 1)1 XA I,'Y THIXG." ' H i- the inos.t extraordinary tiling I've ever heard ft—you cauuut postpone it for a week. And you make fins call immediately after the shareholders have earned a resolution with which the directors i did not agree." This remark was made yesterday afternoon bv the Chief •Insure (Sir JJobert Stout) to .Mr. Ci. 11. I'ell, counsel lor the J.'oss (Joidliolds, Tho occasion was the third mention in <ourt of the action iu which Cieo. F. Oavij, IT. ,M. Sniylhe, and other shaieJicl«?rs of the ' company prayed th» f.'ourt to grant an injunction restraining the directors from eniorcing a call of K per slia.ro which was struck last week, and which is payable on December 11— three days before a general mooting of *he | company. |

Answering affidavits were filed bv the chairman of directors (Dr. Knight) ami tlio secretary of tho company (If. D. Viokcry). The Judge: "Why Net Postpone Call?" When the ease was called yesterday, his.Honour asked if the parties had come to any agreement. Mγ. F. E. Polhoricfc, who appeared for thc.inoving shareholder?, stated that no suggestion had come from the directors as to a postponement of the call. He moved that tlvj injunction to restrain thorn.from making the call be granted. Hii'.Honour (to Mr. Pell): Well, I see you; aw calling a meeting for .December .ll.'i Why not, postpone it until after tlliit date. Mi 1 . .Tell replied that the affidavits ffio.wpJ that it was necessary to make ' the' call. The finances of the company required it, and the call had been properly ■ ;made. Thcro was provision to call up U. per share, and that was wlutt hud been done. His Honour: Why Is.? Is it necessary- to call up that amount: - J)o you need it. all?

Mr. Fell remarked by way of answer that then: were sonic 70.1)00 shines s-pread over SO shareholders.. The amount accruing: from Iho call would be £3500. His Honour considered the turn menliojicd was ,-j lot of money to c.-dl up. He. again asked if (he directors objected to postponing the call until a week .after tho meeting. That appeared to bo a rcasomiblo request. Mr. Fell said that the allegation made by some of tho shareholders was that tho directors, in making the call, worn seeking a means -by which they could force (heir policy upon the shareholders. Thut was absurd. The directors intended to resign nflcr the nest meeting, but iu Ihe meantime they wero carryins out the wishes cf tho shareholder?, as conveyed in the resolution passed at the last meeting. tlis.Honour: Well, why not defer (he matter until December 21? Mr. Fell replied that tho money was required at oner, and it would take tome tiaio to come in. Why not Reduce the Call? His Honuur, however, persevered on this point. lie asked why a call of Is. should bo made if it was not nccocssary ? » liy not make the amount of the- call sixpence or threepence per sharo. Mr. Fell answered that in such a case more money would bo required soon after, and then shareholders irould complain that the directors were alwp.vs making eslli.

I His Honour: If thoro arc laigo shareholders who are not men of moans they may not be able to find the money at such short notice, and it simply means that their shares are put out. Why so Much Money Wanted? After further argument, his Honour once- more intimated that he could not understand why tho directors wonted to .■call up ,£3500 when then was a meeting coming oa three days later.. . Mr. Fell replied that it was to cam.out...the, proposal, of Ua'ties'. (one of the plaintiffs'). ,

Furtisr argument followed. V\i Ifonour. then stated that ho would not oxpress an opinion yet, but would read the uUidavits. wrefully,. and if no cxpl;innfion were given as. to why the- call had been made, thon au.iniiinction to restrain tho directors from making.it would be grunted. . . , Mr. Foil.stated that.it was clear that tlip directors would not let.any contract'. Thy uieruly wished to carry on the working of the company in fho ordinary way, aud.tliore were certain outstanding 'accounts that required settling. Certain applications had been received for new shares (known as H shares), and since it had been decided not to issue tlicie, the directors found that they had not enough funds out of which to refund I he application money. Once Again—"Why not Postpone?" | His Honour: Tlie directors ought to nave let the Court know exactly what amounts were owing. Why not set them ; -Mr. Felt stated that he could do that it necessary. The directors had been forced to make the call because their protection' , had not been renewed. Sincn making tho call, however,, they had got tms "protection," but,at the time, that J lO , call was made they did not know that they would get it. His Honour retorted that that furnUh-ed-an even stronger reason whv the call should be postponed. Ho had had somoL- § !f d ,° "''ft. shares, but had never heard the like of this before. He simplv could not understand the action of tho directors. What harm .could a postponement do them ?. Some further discussion followed, and ;hen his Honour suggested that the parties should come to somo arrangement, inat would ayoid the issue of an injunction, waich might cast an undeserved slur tin tho directors. Eventually an adjournmeut was decided upon, and counsel-will meet his Honour again at a quarter' to 10 o'clock this morning. LAND TRANSACTION,. TWO ISLAND BAY SECTIONS. In the Supreme Court yesterday the Chief Justice (Sir Robert Stout).'heard evidence in connection with a land deal at Island Bay. ' The .plaintiffs were Frank .O'Brien Loughnau, Thomas Vernou Venables, c nd 1-rederick Charles Bennett, and the defendant was Wilhelm Farquhar Eg"ers Mr. A..-W..Blai> appeared for the plaintifTs, and Mr; H. I- 1 Von .Haast.-witli him Mr. H. Buddie, for the defendant. .Mom the admitted ■■facts it appeared that, in -1905, Venables had purchased certain laiid atlsland Bay from Francis XiQudou, Under the terms of purchase, .£UO would remain unpaid at 5 per cent, venables had ■ subsequently assigned bii iuterest in the property: , to Bennett, wha in turn,-had.assigned it to the'defendant, iggers. In 1910 tho plaintiff, Lou»hnan had. taken over Loudftn's interest in the property.

Plaintiffs now claimed, that, under the agreement to, purchase, there v-as duo to. Louprhnan the sum of .SUO, with iulercit, making-til all .£433 Ss. id. Loug-h----uaii was willing to convey the laud to dofoudant 'on ■ payment of tho - mtmey. Plaintiffs now asked that defendant Eggers bo ordered (o. pay to Louehnan tlto sum of'«£Ml Bs. Id. Defendant liggors gave a general denial to the allegations made bv the plainlifts, and stated that Bennett had represented to him that each of the tub pieces of land purchased at Island Bay had a double frontage. . The agreement, , in •referring to tin; sections (Lots 15 and 16) said: "having n frontage to Milne Terrace. ■Island Hay. and extending from I In- Tenacp to Knoll Street, as shown in'the plan." Neither_ piece of land marked in the plan at Knoll Street was a street nt all. Ili'femlant also counter-claimed for recissiou of the agreement and for ,t'jO damages against Bennett for alleged lireach of an agreement whereby Bennett had guaranteed that L'ggers, npon jiaymciit of ,£IOO and interest, would bo a bio to obtain a transfer of the land in tjnestinn. Witnesses called by the plaintiff were I'rnncis London, T. V. Vwnibles, land agents, I'. 0. Longhiian, ime Kit the plainti'iV,. iiiid J". ■ AV. .15.. Goodbeliere, | IMcU'h. Kvidence for the defc-noe was cfiven !-v U. Mnt=k:iv. uf life Land ofliuo, A. [.. U'iljou. auctioneer.-. James ,\i.ir—, t'ily Valu-.-r, and W. I'. Ijcjcrs, dcfjiidnut-

When evidence, had Ijoi-n ooinplHrd j( wms ,1,-,-idi.d („ adiouni Ihc ca.-i- uiilil I JJci-i'iiilier S, when ar'-umenl: wili !)■' I hoard.