CLAIM FOR INTEREST ON SHARES.

Hawera & Normanby Star, Volume LVII, Issue LVII, 16 March 1910, Page 5

CLAIM FOR INTEREST ON SHARES.

DUNLOP v. MEREMERE DAIRY COMPANY. The hearing of legal argument in the case, J. Dunlop v. Meremere Co-opera-tivt Dairy .Company, being a claim for £4 10s lor interest on shares held by plaintiff in the defendant company, occupied th© day at the Magistrate's Court, Hawera, on Friday a before Mr Eyre Kenny, S.M. Prior to the legal arguments being heard, j On the application of Mr Sellar, Mr George Geary was recalled, and i in reply to Mr Sellar said that he was the man referred to by Mr John Adams I in his evidence, when Mr Adams said he had talked over the meeting with him (Mr Geary) immediately arter it was held, and that Mr Geary had said that if anyone had stood up three or four times at the meeting and demanded a poll the Chairman was bound to grant it. Mr Sellar asked witness what he had to say about that statement. Witness: I am positive I did not say that. What I said was. that if five men rose up, it was sufficient for one of them to demand a poll, and that it was not necessary for the five to do so. I tried to make myself clear on that point. I am quite certain I never said it because twice on previous occasions we demanded a poll in a similar manner, and I remembered the procedure distinctly. Mr Sellar: Are you certain you mentioned five? — Either five or four besides the one that rose up and demanded a poll. That closed the re-examination. Mr Sellar stated, with regard to giving evidence himself, that he had consulted with Mr Halliwell, and they had come to the conclusion that it was not | wise for counsel to go into the box in his own case. ■ | Mr Welsh then proceeded to sum up the defence put forward by the company and to recall the nature of plaintiff's action.' He went at considerable length into the purely legal aspect of j the case, quoting authorities to sustain his arguments to the effect that plaintiff could not succeed, also that the case was outside the jurisdiction of the Magistrate's Court. Mr McCarthy, also for the defence, addressed the Court on the various points brought out in the evidence. ! Mr Sellar said that it was agreed that there were on the 19th of June, 52 shareholders in the company, with a total voting capacity of 334 votes; j also that each of the Gearys had separate votes. Chiefly in reply to various points raised by the defence, Mr Sellar arcued that his client was entitled to interest at 5 per cent, on his fully paid-up shares; that the articles of association formed a contract between each member of the company, as members, and the company, that until article 12 was properly altered it remained in existence ; that article 12 had not been so altered; that in passing the resolution the company did not conmly with -article 14 of its own articles ; that a poll was necessary ; that a four-fifths majority, present or by proxy, was necessary to pass the resolution ; that a poll was demanded by at least five members, and that the Chairman improperly refused to take a poll: that the Chairman's declaration that th© resolution had been passed was not conclusive; that if a poll is demanded it must be taken; that th© proper time to demand a poll is after the declaration is made by the Chairman, on the show of hands, . that the . motion is carried or lost; that the demand need not be formal: if the fact is communicated to the Chairman, that is sufficient; that, assuming a poll is demanded, a show of hands goes for nothing j that there was no special resolution passed depriving his client of interest; that assuming such a resolution had been passed at the annual meeting, it \»"ntW nit be retrospective : that his client's interest took precedence over dividends and was independent 'of them; that minutes, being only prima facie evidence, may be contradicted by other evidence ; and that the resolution fit the annual meeting was meant to fix the interest for the year 1910 and not for 1909. Mr Sellar cited authorities and precedents to sustain these and other contentions, as also to support his argument that the case came within the jurisdiction of the Magistrate's Court. He reviewed the evidence in extenso 1 . Mr Welsh briefly replied, and The Magistrate reserved his decision.

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