REFUND OF FEES

Greymouth Evening Star, 17 September 1937, Page 4

REFUND OF FEES

CLAIM AGAINST DIRECTORS

[FEB PRESS ASSOCIATION.]

INVERCARGILL. September 16

'file, reserved judgment of Mr •luslico Kmincdy in the case in uhiiii G.-.orge Maddams. of Rangiora. sought an order against the directors oi Millers 11nvereargilD. Ltd., setting aside the transfer of shares, and an order for the refund of directors’ lees, was read in the Supreme Court to-day. The case was heard in Hie Supreme Court on May 25 and M: .' 26. The defendants were James Thomas Sharp and Alice Sharp, of litremargin, and Walter Gurwood Winnicott. Thomas Loftus Jones. ( harlcs Laidlaw Purdie. William Alfred Thomas, and William Josiah Love, oi Christchurch. "In the action, the plaintiii. who was a shareholder in Millers (Invercargill), Ltd., claimed a declaration t.liat a resolution of the directors oi that company purporting to approve certain transfers of shares. :i resolution of the company to increase the number of directors and appointing two. a resolution of the company rei ommending leave of absence —and oi the company granting such leave- —to :ite manager, and voting Hie directors' remuneration, and the subse(jut lit. <lir»jet‘.>rs’ resolution allocu tin .— that remuneration, were each and all of them invalid." said his Honor. "Plaintiff also claimed an order setting aside the registration of trans17rs and restraining the defendants. Hie directors of Hie company, from proceeding' upon lite resolutions, and ;in order for a refund of directors' fees paid." At'tir reviewing tlu evidem.'" and (inoting authorities his Honor concluded.

"In all the circunistances I am forced to the conclusion that the voting and taking of directors’ fees to the amount complained of in substance amounts to appi'opriation of the company's funds and abuse oi the undoubted majority powers and deprivation of Hie minority of their rights, and that the action is, within the meaning of cases, of a fraudulent character. The alteration of the articles to deprive shareholders of their rights and to give a diiterential dividend on the shares held by the defendant. .James Thomas Sharp, would obviously be oppressive. James Thomas Sharp may not accomplish the same object in the guise of a vote of directors’ fees to himself. The order that is made will not prevent the company voting a fresh remuneration to the directors provided that the majority do not abuse their powers and deprive the minority of their rights.

"In the result, therefore, it follows that, there- must be an order that the defendant, James Thomas Sharp. r< pay fo the company, the sum of £560. The defendant, Alice Sharp, will repay the sum of £2O. The defendant. James Thomas Sharp, will pay to the plaintiff costs according lo scale as on a claim for £6OO, together with witnesses’ expenses and disbursements.” lit-—-' — .!!?■- - I